Exhibit 10.19


 


Exscientia
Plc


 


2021
Equity Incentive Plan


 


With


 


Non-Employee
Sub-Plan


 


and


 


CSOP
Sub-Plan


 


Adopted
by the Board of Directors: 11 August 2021


 


Amended
and Restated by the Board of Directors: 23 August 2021


 


Share
Reserve Approved by the Pricing Committee of the Board of Directors: [date]

2021


 


IPO
Date: [Date] 2021


 


Approved
by the Shareholders: [date] 2021


 






     



     


    

 


Table
of Contents


 


Page


 


		1.	PURPOSE	1
		2.	ELIGIBILITY	1
		3.	ADMINISTRATION
AND DELEGATION	1
		4.	SHARES
AVAILABLE FOR AWARDS	1
		5.	OPTIONS
AND SHARE APPRECIATION RIGHTS	3
		6.	RESTRICTED SHARES; RESTRICTED SHARE UNITS	5
		7.	OTHER SHARE BASED AWARDS	6
		8.	ADJUSTMENTS FOR CHANGES IN SHARES AND CERTAIN OTHER EVENTS	7
		9.	GENERAL PROVISIONS APPLICABLE TO AWARDS	8
		10.	MISCELLANEOUS	10
		11.	Covenants
of the Company	15
		12.	DEFINITIONS	15



 









     



     


    




 


1.            PURPOSE


 


The Plan’s purpose is
to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions
to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Section 12.


 


2.            ELIGIBILITY


 


Service Providers are eligible
to be granted Awards under the Plan, subject to the limitations described herein.


 


3.            ADMINISTRATION
AND DELEGATION.


 


(a)            Administration.
The Plan is administered by the Administrator. The Administrator has authority to (i) determine which Service Providers receive Awards,
(ii) grant Awards, (iii) set Award terms and conditions, and (iv) designate whether such Awards will cover Ordinary Shares
or ADSs, in each case 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 approve the forms of Award Agreements for use under the Plan, to interpret the Plan and
the terms of Awards 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 and reconcile inconsistencies in the Plan or any Award as it deems necessary or
appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion
and will be final and binding on all persons having or claiming any interest in the Plan or any Award.


 


(b)            Appointment
of Committees. To the extent Applicable Laws permit, the Board 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. The Board may abolish any Committee or re-vest in itself any previously
delegated authority at any time.


 


4.            SHARES
AVAILABLE FOR AWARDS.


 


(a)            Number
of Shares. Subject to adjustment under Section 8 and the terms of this Section 4, Awards may be made under the Plan (taking
account of Awards granted under the Non-Employee Sub-Plan and the CSOP Sub-Plan) in an aggregate amount up to [·1]
Ordinary Shares plus any Ordinary Shares that become available under the Plan pursuant to Section 4(c)(ii) below (in each case
including as part of the process for the issue of new ADSs) (the “Share Reserve”). In addition, the Share Reserve
will automatically increase on January 1st of each year commencing on January 1, 2022 and ending on (and including) January 1,
2031, in an amount equal to 5% of the total number of Ordinary Shares outstanding on December 31st of the preceding calendar year.
Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st
increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser (but not a greater)
number of Ordinary Shares than would otherwise occur pursuant to the preceding sentence.


 


(b)            Limit
Applies to Shares Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of Shares that may be issued
pursuant to Awards that were granted under this Plan and does not limit the granting of Awards, except that the Company will keep available
at all times the number of Shares reasonably required to satisfy its obligations to issue shares pursuant to such Awards. Shares may be
issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c), NYSE Listed Company
Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and such issuance will not reduce
the number of Shares available for issuance under the Plan, as further described under Section 4(e).


 





 






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(c)            Share
Recycling.


 


(i)            If
all or any part of an Award or Awards granted under the Plan (including the Non-Employee Sub-Plan and the CSOP Sub-Plan) expires, lapses
or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised, or is withheld to satisfy
a tax withholding obligation in connection with an Award or to satisfy a purchase or exercise price of an Award, the unused Shares covered
by the Award or Awards granted under the Plan (including the Non-Employee Sub-Plan and the CSOP Sub-Plan) will, as applicable, become
or again be available for Awards granted under the Plan (including the Non-Employee Sub-Plan and the CSOP Sub-Plan).


 


(ii)            If
all or any part of an option or options to acquire unissued Shares that was granted under the Prior Plans and which is subsisting as of
the Effective Date expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully
exercised, or is withheld to satisfy a tax withholding obligation in connection with an option or to satisfy a purchase or exercise price
of an option, in each case on or after the Effective Date, the unused Shares covered by such option or options under the Prior Plans shall
increase the Share Reserve and shall become available for Awards granted under the Plan (including the Non-Employee Sub-Plan and the CSOP
Sub-Plan) subject to a maximum of [31,278] Ordinary Shares (including as part of the process for the issue of new ADSs).


 


(d)            ISO
Limitations. Subject to adjustment under Section 8 and to the overall Share Reserve, no more than [·2]
Ordinary Shares (including as part of the process for the issue of new ADSs) may be issued pursuant to the exercise of ISOs.


 


(e)            Substitute
Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition of an entity’s
property or stock, the Administrator may grant Awards in substitution for any options or other equity or equity-based awards granted before
such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms as the Administrator deems
appropriate, notwithstanding limitations on Awards in the Plan. Subject to Applicable Laws, Substitute Awards will not count against the
Share Reserve (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 ISOs will count against the maximum number of Shares that may be issued pursuant
to the exercise of ISOs 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 not adopted in contemplation of such acquisition
or combination, then, subject to Applicable Laws, shares available for grant pursuant to the terms of such pre-existing plan (as adjusted,
to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination
to determine the consideration payable to the holders of ordinary shares or common stock (as applicable) of the entities party to such
acquisition or combination) 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 shall not be added to the Shares available for Awards under the Plan as provided 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 prior to such acquisition
or combination.


 


(f)            Date
of Grant. Unless otherwise determined by the Administrator, the date of grant of an Award shall be the date of the Administrator’s
approval of that Award.


 





 






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(g)            Deed
Poll. The Administrator may grant Awards by entering into a deed poll and, as soon as practicable after the Company has executed the
deed poll, the Administrator shall enter into an Award Agreement.


 


(h)            Type
of Shares. The Shares issuable under the Plan will be new shares, treasury shares or market purchase
shares.


 


(i)             Prior
Plans. Upon the Effective Date, no further new awards may be granted over Shares under the Prior Plans.


 


5.            OPTIONS
AND SHARE APPRECIATION RIGHTS.


 


(a)            General.
The Administrator may grant Options or Share Appreciation Rights to Service Providers subject to the limitations in the Plan, including
any limitations in the Plan that apply to ISOs. The Administrator will determine the number of Shares covered by each Option and Share
Appreciation Right, the exercise price of each Option and Share Appreciation Right and the conditions and limitations applicable to the
exercise of each Option and Share Appreciation Right. Each Option will be designated in writing as an ISO or Non-Qualified Option at the
time of grant; provided, however, that if an Option is not so designated, then such Option will be a Non-Qualified Option, and the Shares
purchased upon exercise of each type of Option will be separately accounted for. A Share Appreciation Right will entitle the Participant
(or other person entitled to exercise the Share Appreciation Right) to receive from the Company upon exercise of the exercisable portion
of the Share 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 Share Appreciation Right by the number of Shares with respect to which the Share
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 or a combination of the two as the Administrator may determine or provide in the Award Agreement. A Participant
will have no rights of a shareholder with respect to Shares subject to any Option or Share Appreciation Right unless and until any Shares
are delivered in settlement of the Option or Share Appreciation Right.


 


(b)            Exercise
Price. The Administrator will establish each Option’s and Share Appreciation Right’s exercise price and specify the exercise
price in the Award Agreement. Subject to Section 10(g), the exercise price will not be less than the nominal value of a Share and
for Participants who are subject to tax in the United States not less than 100% of the Fair Market Value on the grant date of the Option
or Share Appreciation Right. Notwithstanding the foregoing, an Option or Share Appreciation Right may be granted with an exercise price
lower than 100% of the Fair Market Value on the date of grant of such Award if such Award is granted pursuant to an assumption of or substitution
for another option or share appreciation right pursuant to Section 4(e) and, in respect of Participants who are subject to tax
in the United States, in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code.


 






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(c)            Duration.
Each Option or Share Appreciation Right will vest and be exercisable at such times and as specified in the Award Agreement, provided
that the term of an Option or Share Appreciation Right will not exceed ten years, subject to Section 10(g). Notwithstanding the
foregoing and unless determined otherwise by the Company, in the event that on the last business day of the term of an Option or Share
Appreciation Right (other than an ISO) (i) the exercise of the Option or Share Appreciation Right is prohibited by Applicable Laws,
as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider
trading, window period and/or dealing policy (including blackout periods), the term of the Option or Share Appreciation Right shall be
extended until the date that is thirty (30) days after the end of the legal prohibition, black-out period, as determined by the Company;
provided, however, in no event shall the extension last beyond the original term of the applicable Option or Share Appreciation Right.
Notwithstanding the foregoing, if the Participant, prior to the end of the term of an Option or Share Appreciation Right, violates the
non-competition, non-solicitation, confidentiality or other similar restrictive covenant 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 of the Participant
and the Participant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant shall terminate
immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the end of the term of an Option
or Share Appreciation Right, the Participant is given notice by the Company or any of its Subsidiaries of the Participant’s Termination
of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to
the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to exercise any Option
or Share Appreciation Right issued to the Participant shall be suspended from the time of the delivery of such notice until the earlier
of (i) such time as it is determined or otherwise agreed that the Participant’s service as a Service Provider will not be
terminated for Cause as provided in such notice or (ii) the effective date of the Participant’s Termination of Service by
the Company or any of its Subsidiaries for Cause (in which case the right of the Participant and the Participant’s transferees
to exercise any Option or Share Appreciation Right issued to the Participant will terminate immediately upon the effective date of such
Termination of Service, provided, however, in no event shall the suspension cause the original term of the applicable Option or Share
Appreciation Right to be extended).


 


(d)            Exercise.
Options and Share Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator
approves (which may be electronic), signed by the person authorized to exercise the Option or Share Appreciation Right, together with,
as applicable, payment in full (i) as specified in Section 5(e) for the number of Shares for which the Award is exercised
and (ii) as specified in Section 9(e) for any applicable taxes. Unless the Administrator otherwise determines, an Option
or Share Appreciation Right may not be exercised for a fraction of a Share.


 


(e)            Payment
Upon Exercise. Subject to any Company insider trading, window period and/or dealing policy (including blackout periods) and Applicable
Laws, the exercise price of an Option must be paid by:


 


(i)            cash,
wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Company may limit the
use of one of the foregoing payment forms if one or more of the payment forms below is permitted;


 


(ii)             if
there is a public market for Shares at the time of exercise, unless the Administrator otherwise determines, (A) delivery (including
telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company
to deliver promptly to the Company sufficient funds 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 cash
or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the
Administrator;


 


(iii)           to
the extent permitted by the Administrator at the time of exercise, delivery (either by actual delivery or attestation) of Shares owned
by the Participant free and clear of any liens, claims, encumbrances or security interests, which, when valued at their Fair Market Value
on the exercise date, have a value sufficient to pay the exercise price, provided that (1) at the time of exercise the Shares are
publicly traded, (2) any remaining balance of the exercise price not satisfied by such delivery is paid by the Participant in cash
or other permitted form of payment, (3) such delivery would not violate any Applicable Laws or agreement restricting the redemption
of the Shares, (4) if required by the Administrator, any certificated Shares are endorsed or accompanied by an executed assignment
separate from certificate, and (5) such Shares have been held by the Participant for any minimum period necessary to avoid adverse
accounting treatment as a result of such delivery;


 






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(iv)           to
the extent permitted by the Administrator at the time of exercise, except with respect to ISOs, surrendering the largest whole number
of Shares then issuable upon the Option’s exercise which, when valued at their Fair Market Value on the exercise date, have a value
sufficient to pay the exercise price, provided that (1) such Shares used to pay the exercise price will not be exercisable thereafter
and (2) any remaining balance of the exercise price not satisfied by such net exercise is paid by the Participant in cash or other
permitted form of payment;


 


(v)           to
the extent permitted by the Administrator at the time of exercise and permitted by Applicable Law, delivery of any other property that
the Administrator determines is good and valuable consideration; or


 


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


 


(f)            Non-Exempt
U.S. Employees. No Option or Share Appreciation Right, whether or not vested, granted to an Employee who is a non-exempt employee
for purposes of the U.S. Fair Labor Standards Act of 1938, as amended, will be first exercisable for any Shares until at least six months
following the date of grant of such Award. Notwithstanding the foregoing, in accordance with the provisions of the U.S. Worker Economic
Opportunity Act, any vested portion of such Award may be exercised earlier than six months following the date of grant of such Award in
the event of (i) such Participant’s death or Disability, (ii) a Corporate Event in which such Award is not assumed, continued
or substituted, (iii) a Change in Control, or (iv) such Participant’s retirement (as such term may be defined in the Award
Agreement or another applicable agreement or, in the absence of any such definition, in accordance with the Company’s then current
employment policies and guidelines). This Section 5(f) is intended to operate so that any income derived by a non-exempt employee
in connection with the exercise or vesting of an Option or Share Appreciation Right will be exempt from his or her regular rate of pay.


 


6.            RESTRICTED
SHARES; RESTRICTED SHARE UNITS


 


(a)            General.
The Administrator may grant Restricted Shares, or the right to purchase Restricted Shares, to any Service Provider, subject to the Company’s
right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require
forfeiture or compulsory transfer of such shares in such manner as the Administrator may determine) if conditions the Administrator specifies
in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes
for such Award. In addition, the Administrator may grant to Service Providers Restricted Share Units, which may be subject to vesting,
issuance and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator
will determine and set forth in the Award Agreement the terms and conditions for each Restricted Share and Restricted Share Unit Award,
subject to the conditions and limitations contained in the Plan.


 


(b)            Duration.
Each Restricted Share or Restricted Share Unit will vest at such times and as specified in the Award Agreement, provided that the
vesting schedule of a Restricted Share or Restricted Share Unit will not exceed ten years. Notwithstanding the foregoing, if the Participant,
prior to the vesting date of a Restricted Share or Restricted Share Unit, violates the non-competition, non-solicitation, confidentiality
or other similar restrictive covenant 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 of the Participant and the Participant’s transferees
to receive Shares on the vesting of the Restricted Share or Restricted Share Unit issued to the Participant shall terminate immediately
upon such violation, unless the Company otherwise determines. In addition, if, prior to the vesting date of a Restricted Share or Restricted
Share Unit, the Participant is given notice by the Company or any of its Subsidiaries of the Participant’s Termination of Service
by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date
of the delivery of such notice, the right of the Participant and the Participant’s transferees to receive Shares as a result of
the vesting of the Restricted Share or Restricted Share Unit issued to the Participant shall be suspended from the time of the delivery
of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s service as
a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective date of the Participant’s
Termination of Service by the Company or any of its Subsidiaries for Cause (in which case the right of the Participant and the Participant’s
transferees to receive Shares on the vesting of the Restricted Share or Restricted Share Unit issued to the Participant will terminate
immediately upon the effective date of such Termination of Service).


 






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(c)           Dividends
and Dividend Equivalents. Dividends or dividend equivalents may be paid or credited, as applicable, with respect to any Restricted
Shares or Shares subject to Restricted Share Units, as determined (and on such terms as may be determined) by the Administrator and specified
in the Award Agreement.


 


(d)            Restricted
Shares.


 


(i)           Form of
Award. The Company may require that the Participant deposit in escrow with the Company (or its designee) any certificates issued in
respect of Restricted Shares, together with a stock transfer form endorsed in blank. Unless otherwise determined by the Administrator,
a Participant will have voting and other rights as a shareholder of the Company with respect to any Restricted Shares.


 


(ii)            Consideration.
Restricted Shares may be granted in consideration for (A) cash or check, bank draft or money order payable to the Company, (B) past
services to the Company or a Subsidiary, or (C) any other form of consideration (including future services) as the Administrator
may determine to be acceptable and which is permissible under Applicable Laws.


 


(e)            Restricted
Share Units.


 


(i)           Settlement.
The Administrator may provide that settlement of Restricted Share Units will occur upon or as soon as reasonably practicable after the
Restricted Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.


 


(ii)            Shareholder
Rights. A Participant will have no rights of a shareholder with respect to Shares subject to any Restricted Share Unit unless and
until the Shares are delivered in settlement of the Restricted Share Unit.


 


(iii)           Consideration.
Unless otherwise determined by the Administrator at the time of grant, Restricted Share Units will be granted in consideration for the
Participant’s services to the Company or a Subsidiary, such that the Participant will not be required to make any payment to the
Company (other than such services) with respect to the grant or vesting of the Award, or the issuance of any Shares pursuant to the Award.
If, at the time of grant, the Administrator determines that any consideration must be paid by the Participant (in a form other than the
Participant’s services to the Company or a Subsidiary) upon the issuance of any Shares in settlement of the Award, such consideration
may be paid in any form of consideration as the Administrator may determine to be acceptable and which is permissible under Applicable
Laws.


 


7.            OTHER
SHARE BASED AWARDS


 


Other Share Based Awards
may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future (whether based
on specified performance criteria, performance goals or otherwise), in each case subject to any conditions and limitations in the Plan.
Such Other Share 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 Share Based Awards may be paid in Shares 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 Share Based Award, including any purchase price, performance condition, performance goal, transfer restrictions, and vesting
conditions, which will be set forth in the applicable Award Agreement.


 






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8.            ADJUSTMENTS
FOR CHANGES IN SHARES AND CERTAIN OTHER EVENTS


 


(a)          Equity
Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Section 8, the Administrator
will equitably adjust (i) class(es) and maximum number of Shares subject to the Plan, (ii) the class(es) and maximum number
of Shares that may be issued pursuant to the exercise of ISOs under Section 4(d) above and (iii) each outstanding Award
as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to
each outstanding Award and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and
making a cash payment to Participants. The adjustments provided under this Section 8(a) will be nondiscretionary and final and
binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.


 


(b)          Corporate
Events. In the event of any reorganization, merger, consolidation, 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 or a Change in Control (any “Corporate Event”), the Administrator,
on such terms and conditions as it deems appropriate, is hereby authorized to take any one or more of the following actions whenever the
Administrator determines that such action is appropriate:


 


(i)             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 (as determined by the Administrator in its discretion), then the Award may be terminated without payment. In addition, such payments
under this provision may, in the Administrator’s discretion, be delayed to the same extent that payment of consideration to the
holders of Shares in connection with the Corporate Event is delayed as a result of escrows, earn outs, holdbacks or any other contingencies;


 


(ii)            To
provide that such Award shall vest and, to the extent applicable, be exercisable as to all Shares covered thereby, notwithstanding anything
to the contrary in the Plan or the provisions of such Award as of a date prior to the effective time of such Corporate Event as the Administrator
determines (or, if the Administrator does not determine such a date, as of the date that is five (5) days prior to the effective
date of the Corporate Event), with such Award terminating if not exercised (if applicable) at or prior to the effective time of the Corporate
Event; provided, however, that the Administrator may require Participants to complete and deliver to the Company a notice of exercise
before the effective date of a Corporate Event, which exercise is contingent upon the effectiveness of such Corporate Event.


 


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


 






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(iv)            To
arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Shares issued pursuant to the
Award to the surviving entity or acquiring entity (or the surviving or acquiring entity’s parent company);


 


(v)           To
arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Award;


 


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


 


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


 


The Administrator need not
take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Administrator
may take different actions with respect to the vested and unvested portions of an Award.


 


(c)            Administrative
Stand Still. In the event of any pending Corporate Event or other similar transaction, for administrative convenience, the Administrator
may refuse to permit the exercise of any Award for up to thirty days before or after such Corporate Event or other similar transaction.


 


(d)            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,
issue, rights issue, offer or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly
provided with respect to an Equity Restructuring under Section 8(a) 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 Corporate Event or (iii) sale or issuance of securities, including securities with rights superior to those
of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions
thereof) differently under this Section 8.


 


9.            GENERAL
PROVISIONS APPLICABLE TO AWARDS


 


(a)            Transferability.
Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards, Awards may not 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,
and, during the life of the Participant, will be exercisable only by the Participant. Notwithstanding the foregoing, the Administrator
may, in its sole discretion, permit transfer of an Award pursuant to a domestic relations order or in such other manner that is not prohibited
by applicable tax and securities laws upon the Participant’s request and provided that the Participant and the transferee enter
into a transfer agreement and other agreements as required by the Company. If an Option is an ISO, such Option may be deemed to be a Non-Qualified
Option as a result of a transfer pursuant to this Section. References to a Participant, to the extent relevant in this context, will include
references to a Participant’s authorized transferee that the Administrator specifically approves.


 






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(b)          Documentation.
Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. By accepting
any Award the Participant consents to receive documents by electronic delivery and to participate in the Plan through any on-line electronic
system established and maintained by the Company or another third party selected by the Company. Each Award may contain terms and conditions
in addition to (or a variation of or effecting a disapplication of) those set forth in the Plan. Any reference herein or in an Award
Agreement to a “written” agreement or document will include any agreement or document delivered electronically, filed publicly
at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled
by the Company to which the Participant has access). As a condition to accepting an Award under the Plan, the Participant agrees to execute
any additional documents or instruments necessary or desirable, as determined in the Administrator’s sole discretion, to carry
out the purposes or intent of the Award, or facilitate compliance with securities and/or other regulatory requirements, in each case
at the Administrator’s request.


 


(c)           Discretion.
Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each
Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.


 


(d)           Termination
of 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 (including a change which would result in a Termination of Service
under the Plan but not under the Non-Employee Sub-Plan or vice versa) 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.


 


(e)            Withholding.
Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes (which includes any
social security contributions or the like including but not limited to, if applicable, all liability to primary (employee) and, if provided
in the applicable Award Agreement, secondary (employer) national insurance contributions) required by law to be withheld or paid by the
Company or by any Subsidiary that is the employing entity of the Participant or which Participant has agreed to pay in connection with
such Participant’s Awards by the date of the event creating the tax liability. A Participant may not be able to exercise an Award
even though the Award is vested, and the Company shall have no obligation to issue Shares subject to an Award, unless and until such obligations
are satisfied. The Company may deduct an amount sufficient to satisfy such tax obligations based on the maximum statutory withholding
rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs and Applicable Law)
from any payment of any kind otherwise due to a Participant. To the extent permitted by the terms of an Award Agreement and subject to
any Company insider trading, window period and/or dealing 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 the foregoing payment forms if one or more of the payment forms below is permitted, (ii) to the extent
permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation,
valued at their Fair Market Value, (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 telephonically to the extent permitted by the Company) of an irrevocable
and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the
tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker
acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax and/or social security withholding,
provided that such amount is paid to the Company at such time as may be required by the Administrator, (iv) withholding cash from
an Award settled in cash, (v) withholding payment from any amounts otherwise payable to the Participant or (vi) to the extent
permitted by the Company, any combination of the foregoing payment forms approved by the Administrator.


 


(f)            Withholding
Indemnification.  As a condition to accepting an Award under the Plan, in the event that the amount of the Company’s and/or
any Subsidiary’s withholding obligation in connection with such Award was greater than the amount actually withheld by the Company
and/or its Subsidiaries, each Participant agrees to indemnify and hold the Company and/or its Subsidiaries harmless from any failure by
the Company and/or its Subsidiaries to withhold the proper amount.


 






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(g)            Amendment
of Award; Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by cancelling and substituting
another Award of the same or a different type, reducing the exercise price, changing the exercise or settlement date, converting an ISO
to a Non-Qualified Option, taking any other action that is treated as a repricing under generally accepted accounting principles or by
amending, waiving or relaxing any applicable performance criteria or goal(s). The Participant’s consent to such action will be required
unless (i) the action, taking into account any related action, does not Materially Impair the Participant’s rights under the
Award, or (ii) the change is permitted under Section 8 or pursuant to Section 10(f).


 


(h)            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 (including payment of nominal value)
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 any Applicable Laws. 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.


 


(i)             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.


 


10.            MISCELLANEOUS


 


(a)            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 continued 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. Further, nothing in the Plan, any Award Agreement or
any other instrument executed thereunder or in connection with any Award will constitute any promise or commitment by the Company or a
Subsidiary regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition
of employment or service or confer any right or benefit under the Award or the Plan unless such right or benefit has specifically accrued
under the terms of the Award Agreement and/or Plan.


 


(b)            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 Laws require, 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 certificates
issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.


 






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(c)            Effective
Date and Term of Plan. The Plan first became effective on 11 August 2021. The Plan in its amended and restated form shall become
effective immediately prior to the IPO Date, provided this Plan is approved by the Company’s
shareholders prior to the IPO Date. Unless earlier terminated by the Board, the Plan will remain in effect until the tenth anniversary
of the Effective Date, but Awards previously granted may extend beyond that date in accordance with the Plan. No ISOs may be granted
after the tenth anniversary of the earlier of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan is approved
by the Company’s shareholders. If the Plan is not approved by the Company’s shareholders within 12 months of the date of
Board approval of the Plan, all ISOs will be treated as Non-Qualified Options.


 


(d)           Amendment
and Termination of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, suspension
or termination may Materially Impair any Award outstanding at the time of such amendment without the affected Participant’s written
consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time
of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension
or termination. The Board will obtain shareholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.


 


(e)            Provisions
for Foreign Participants. The Administrator may modify Awards granted to Participants who are nationals of, or employed in, a jurisdiction
outside the United Kingdom and the United States or establish subplans or procedures under the Plan to address differences in laws, rules,
regulations or customs of such international jurisdictions with respect to tax, securities, currency, employee benefit or other matters,
including as may be necessary or appropriate in the Administrator’s discretion to grant Awards under any tax-favourable regime that
may be available in any jurisdiction (provided that Administrator approval will not be necessary for immaterial modifications to the Plan
or any Award Agreement to ensure or facilitate compliance with the laws of the relevant foreign jurisdiction).


 


(f)            Section 409A.
The following provisions only apply to Participants subject to tax in the United States:


 


(i)            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 this 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 this 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 10(f) 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.


 


(ii)            Separation
from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement
of such Award upon a termination of a Participant’s Service Provider relationship 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 termination of the Participant’s Service Provider relationship.
For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,”
 “termination of service”, “termination of employment” or like terms means a “separation from service.”


 






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(iii)         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.


 


(g)           10%
Shareholders. The Administrator may grant ISOs 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 ISOs under the Code. If an ISO is granted to a Greater Than 10% Shareholder, 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 ISOs will
be subject to and construed consistently with Section 422 of the Code. By accepting an ISO, 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 (i) two years from the grant date of the Option or (ii) 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 ISO fails or ceases to qualify as an “incentive stock option” under
Section 422 of the Code. Any ISO 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 Non-Qualified Option.


 


(h)          Limitations
on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee or agent
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,
other employee or agent of the Company or any Subsidiary. As a condition to accepting an Award under the Plan, each Participant (i) agrees
to not make any claim against the Company, the Group or any of its officers, Directors, Employees or Subsidiaries related to tax or social
security liabilities arising from such Award or other Company or Group compensation and (ii) acknowledges that such Participant was
advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax and social security consequences
of the Award and has either done so or knowingly and voluntarily declined to do so. The Company will indemnify and hold harmless each
director, officer, other employee and agent 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
this Plan unless arising from such person’s own fraud or bad faith.


 


(i)         No
Obligation to Notify or Minimize Taxes. Except as required by Applicable Laws the Company has no duty or obligation to any Participant
to advise such Participant as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation to warn
or otherwise advise such Participant of a pending termination or expiration of an Award or a possible period in which the Award may not
be exercised. The Company has no duty or obligation to minimize the tax or social security consequences of an Award to the holder of such
Award and will not be liable to any holder of an Award for any adverse tax or social security consequences to such holder in connection
with an Award.


 






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(j)           Data
Privacy.


 


(i)           As
a condition for receiving any Award, each Participant acknowledges that the Company and any Subsidiary may collect, use and transfer,
in electronic or other form, 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 (as above) 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 (as above); and Award
details, to implement, manage and administer the Plan and Awards (the “Data”). The Company (as above) may transfer
the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the
Company (as above) 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 acknowledges that such recipients
may 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 and recommend
any necessary corrections to the Data regarding the Participant in writing, without cost, by contacting the local human resources representative.


 


(ii)           For
the purpose of operating the Plan in the European Union, Switzerland and the United Kingdom, the Company will collect and process information
relating to Participants in accordance with the privacy notice which is provided to each Participant.


 


(k)           Severability.
 If any portion of the Plan or any Award Agreement or any action taken thereunder is held illegal or invalid for any reason, the illegality
or invalidity will not affect the remaining parts of the Plan or such Award Agreement, and the Plan and such Award Agreement 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.


 


(l)          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) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such Award
Agreement or other written document that a specific provision of the Plan will not apply.


 


All Awards will be subject
to Applicable Laws on insider trading and dealing and any specific insider trading, window period and/or dealing policy adopted by the
Company.


 


(m)          Governing
Law and Jurisdiction. The Plan and all Awards, including any non-contractual obligations arising in connection therewith, will be
governed by and interpreted in accordance with the laws of England and Wales, disregarding any jurisdiction’s choice-of-law principles
requiring the application of a jurisdiction’s laws other than that of England and Wales and the courts of England and Wales shall
have exclusive jurisdiction to hear any dispute.


 






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(n)           Claw-back
Provisions. All Awards (including 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 any Company claw-back
policy that may be adopted from time to time to the extent such policy applies to the relevant Participant, including any claw-back policy
adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or
regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement , to the extent applicable and permissible
under Applicable Laws. No recovery of compensation under such a claw-back policy will be an event giving rise to a Participant’s
right to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive termination”
or any similar term under any plan of or agreement with the Company.


 


(o)          Other
Group Company policies. All Awards (including 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 any relevant
Company or Group Company policy to the extent such policy applies to the relevant Participant, including but not limited to any remuneration
policy and/or share retention, ownership, or holding policy that may be adopted from time to time.


 


(p)            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.


 


(q)           Conformity
to Applicable Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding
anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent
Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws and may be
unilaterally cancelled by the Company (with the effect that all Participant’s rights thereunder lapse with immediate effect) if
the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.


 


(r)           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.


 


(s)            Broker-Assisted
Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with
respect to the Plan or Awards: (a) any Shares to be sold through the broker-assisted sale will be sold (subject in all cases to the
Administrator having regard to the orderly marketing and disposal of such Shares, and having the discretion to delay broker-assisted sales
for such reasons) on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as
part of a block trade with other Participants in the Plan in which all Participants receive an average price; (c) the applicable
Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees
to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent
the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the
applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for
such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s
applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee, or the Company or
any Subsidiary may withhold from any payment to be made to the Participant (including but not limited to that Participant’s salary),
an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.


 






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(t)            Change
in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services
for the Company and any Subsidiary is reduced (for example, and without limitation, if the Participant is an Employee of the Company and
the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after the
date of grant of any Award to the Participant, the Administrator may determine, to the extent permitted by Applicable Laws, to (i) make
a corresponding reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become
payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, subject to
compliance with Applicable Laws, including, without limitation, Section 409A, extend the vesting or payment schedule applicable to
such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so
reduced or extended.


 


(u)            Deferrals.
To the extent permitted by Applicable Laws, the Administrator, in its sole discretion, may determine that the delivery of Shares or the
payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may also establish programs
and procedures for deferral elections to be made by Participants.


 


11.           VALID
ISSUANCE.


 


If the Company is unable to
obtain the authority that counsel for the Company deems necessary or advisable for the lawful issuance and sale of Shares under the Plan,
the Company will be relieved from any liability for failure to issue and sell Shares upon exercise or vesting of such Awards unless and
until such authority is obtained. A Participant is not eligible for the grant of an Award or the subsequent issuance of Shares pursuant
to the Award if such grant or issuance would be in violation of any Applicable Laws.


 


12.           DEFINITIONS.


 


As used in the Plan, the following
words and phrases will have the following meanings:


 


(a)           “ADSs”
means American Depositary Shares, representing Ordinary Shares on deposit with a U.S. banking institution selected by the Company and
which are registered pursuant to a Form F-6.


 


(b)            “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.


 


(c)            “Applicable
Laws” means any applicable laws, statutes, constitutions, principles of common law, resolutions, ordinances, codes, edicts,
decrees, rules, listing rules, regulations, judicial decisions, rulings or requirements issued, enacted, adopted, promulgated, implemented
or otherwise put into effect by or under the authority of any Governmental Body (including under the authority of any applicable self-regulating
organization such as the Nasdaq Stock Market, New York Stock Exchange, or the Financial Industry Regulatory Authority), including without
limitation: (a) the requirements relating to the administration of equity incentive plans under English, U.S. federal and state securities,
tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which
the Shares are listed or quoted and the applicable laws and rules of any other country or jurisdiction where Awards are granted;
and (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether U.S. federal, state, local
or foreign, applicable in the United Kingdom, United States or any other relevant jurisdiction.


 


(d)           “Award”
means, individually or collectively, a grant under the Plan of Options, Share Appreciation Rights, Restricted Shares, Restricted Share
Units, or Other Share Based Awards.


 


(e)           “Award
Agreement” means a written agreement between the Company and a Participant evidencing an Award, which may be electronic.
The Award Agreement generally consists of the grant notice and the agreement that contains such terms and conditions as the Administrator
determines, consistent with and subject to the terms and conditions of the Plan.


 


(f)            “Board”
means the Board of Directors of the Company (or its designee).


 






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(g)           “Cause”
means (i) if a Participant is a party to a written employment or consulting agreement with the Company or any of its Subsidiaries
or an Award Agreement in which the term “cause” is defined (a “Relevant Agreement”), “Cause”
as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s determination
that the Participant failed to substantially perform the Participant’s duties (other than a failure resulting from the Participant’s
Disability); (B) the Administrator’s determination that the Participant failed to carry out, or comply with any lawful directive
of the Board or the Participant’s immediate supervisor; (C) the occurrence of any act or omission by the Participant that could
reasonably be expected to result in (or has resulted in) the Participant’s conviction, plea of no contest, plea of nolo contendere,
or imposition of unadjudicated probation for any felony or indictable offence or crime involving fraud, dishonesty or moral turpitude
(or equivalent in any jurisdiction); (D) the Participant’s unlawful use (including being under the influence) or possession
of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing the Participant’s duties and responsibilities
for the Company or any of its Subsidiaries; (E) the Participant’s commission of (or attempted commission of) an act of fraud,
embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries; (F) the Participant’s
unauthorized use or disclosure of the confidential information or trade secrets of the Company or any Subsidiary; or (G) the Participant’s
material violation of any contract or agreement between the Participant and the Company (or Subsidiary) or of any statutory duty owed
to the Company (or Subsidiary) or such Participant’s material failure to comply with the written
policies or rules of the Company (or Subsidiary).


 


(h)          “Change
in Control” means and includes each of the following:


 


(i)            a
Sale; or


 


(ii)           a
Takeover.


 


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 the occurrence 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.


 


Notwithstanding the foregoing
or any other provision of this Plan, the term Change in Control shall not include a sale of assets, merger or other transaction effected
exclusively for the purpose of changing the domicile of the Company.


 


(i)            “Code”
means the US Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


(j)          “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 Applicable Laws permit. 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.


 


(k)           “Company”
means Exscientia Plc, registered in England and Wales with company number 13483814, or any successor.


 


(l)           “Control”
has the meaning given in section 995(2) of the UK Income Tax Act 2007, unless otherwise specified.


 






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(m)            “Corporate
Event” has the meaning given to it in Section 8(b).


 


(n)            “CSOP
Sub-Plan” means the CSOP Sub-Plan to the Plan adopted by the Board.


 


(o)           “Designated
Beneficiary” means: (i) a Participant’s personal representative appointed on Participant’s death; or (ii) if
the Administrator permits from time to time in its discretion, the beneficiary or beneficiaries a Participant designates, in a manner
the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated.


 


(p)            “Director”
means a Board member.


 


(q)           “Disability”
means a permanent and total disability under Section 22(e)(3) of the Code, as amended, and will be determined by the Administrator
on the basis of such medical evidence as the Administrator deems warranted under the circumstances.


 


(r)            “Effective
Date” means the date of adoption of the Plan by the Board.


 


(s)           “Employee”
means any employee of the Company or its Subsidiaries.


 


(t)           “Equity
Restructuring” means any return of capital (including a share dividend), bonus issue of shares or other Company securities
by way of capitalization of profits, share split, reverse share split, spin-off, rights offering, re-designation, redenomination, consolidation
recapitalization through a large, nonrecurring cash dividend, or any similar equity restructuring transaction, that affects the number
or class of Shares (or other Company securities) or the nominal value of Shares (or other Company securities) and causes a change in the
per share value of the Shares underlying outstanding Awards. Notwithstanding the foregoing, the conversion of any convertible securities
of the Company will not be treated as an Equity Restructuring.


 


(u)            “Exchange
Act” means the US Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(v)            “Fair
Market Value” means, as of any date, unless otherwise determined by the Administrator, the value of the Shares (as determined
on a per share or aggregate basis, as applicable) determined as follows:


 


(i)            If
the Shares are listed on any established stock exchange or traded on any established market, the Fair Market Value will be the closing
sales price for such Shares as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the
Shares) on the date of determination, as reported in a source the Administrator deems reliable.


 


(ii)            If
there is no closing sales price for the Shares on the date of determination, then the Fair Market Value will be the closing selling price
on the last preceding date for which such quotation exists.


 


(iii)          In
the absence of such markets for the Shares, or if otherwise determined by the Administrator, the Fair Market Value will be determined
by the Administrator in good faith.


 


(w)           “Governmental
Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction
of any nature; (b) United Kingdom, U.S. federal, state, local, municipal, foreign or other government; (c) governmental
or regulatory body, or quasi-governmental body of any nature (including any governmental division, department, administrative agency or
bureau, commission, authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or entity and any
court or other tribunal, and for the avoidance of doubt, any tax authority) or other body exercising similar powers or authority; or (d) self-regulatory
organization (including the Nasdaq Stock Market, New York Stock Exchange, and the Financial Industry Regulatory Authority).


 






    17


     


    

 


(x)            “Greater
Than 10% Shareholder” 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 equity securities of the Company or its parent or subsidiary corporation,
as defined in Section 424(e) and (f) of the Code, respectively.


 


(y)            “Group”
means the Company and its Subsidiaries (references to “Group Company” shall be construed accordingly).


 


(z)            “IPO
Date” means the date of the underwriting agreement between the Company and the underwriter(s) managing the initial
public offering of the Company’s ADSs, pursuant to which the ADSs are priced for the initial public offering.


 


(aa)     “ISO”
means an Option intended to be, and that qualifies as, an “incentive stock option” as defined in Section 422 of the Code.


 


(bb)    “Materially
Impair” means any amendment to the terms of the Award that materially adversely affects the Participant’s rights under
the Award. A Participant's rights under an Award will not be deemed to have been Materially Impaired by any such amendment if the Administrator,
in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant's rights. For example,
the following types of amendments to the terms of an Award do not Materially Impair the Participant’s rights under the Award: (i) imposition
of reasonable restrictions on the minimum number of shares subject to an Option that may be exercised; (ii) to maintain the qualified
status of the Award as an ISO under Section 422 of the Code; (iii) to change the terms of an ISO in a manner that disqualifies,
impairs or otherwise affects the qualified status of the Award as an ISO under Section 422 of the Code; (iv) to clarify the
manner of exemption from, or to bring the Award into compliance with or qualify it for an exemption from, Section 409A; or (v) to
comply with other Applicable Laws.


 


(cc)     “Non-Employee
Sub-Plan” means the Non-Employee Sub-Plan to the Plan adopted by the Board.


 


(dd)     “Non-Qualified
Option” means an Option not intended or not qualifying as an ISO.


 


(ee)     “Option”
means an option to purchase Shares.


 


(ff)     “Ordinary
Share” means an ordinary share of GBP[Ÿ] each in the capital of the Company.


 


(gg)     “Other
Share Based Awards” means awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise
based on, Shares or other property, including the appreciation in value thereof (e.g., options or share rights with an exercise price
or strike price less than 100% of the Fair Market Value at the time of grant), that may be granted either alone or in addition to Awards
provided for under Section 5 and Section 6.


 


(hh)     “Participant”
means a Service Provider who has been granted an Award.


 


(ii)         “Plan”
means this 2021 Equity Incentive Plan, as amended from time to time.


 


(jj)     “Prior
Plans” means (i) the Exscientia Company Share Option Plan originally adopted by the Scottish Company on 27 November 2019;
(ii) the Exscientia Unapproved Share Option Plan originally adopted by the Scottish Company on 13 February 2018 and the RSU
Sub-Plan thereto; (iii) The Exscientia Enterprise Management Incentive Plan originally adopted by the Scottish Company on 29 February 2016
(each as subsequently amended from time to time and as assumed or adopted by the Company prior to the Effective Date).


 






    18


     


    

 


(kk)     “Quarter
Date” means each of [1 January, 1 April, 1 July and 1 October], or such other date as may be specified in the applicable
Award Agreement.


 


(ll)      “Restricted
Shares” means Shares awarded to a Participant under Section 6 subject to certain vesting conditions and other restrictions.


 


(mm)     “Restricted
Share Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share (or, if specified
in the Award Agreement, other consideration determined by the Administrator to be of equal value as of such settlement date), subject
to certain vesting conditions and other restrictions provided that nothing contained in the Plan or any Award Agreement, and no action
taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between a Participant
and the Company or a Subsidiary or any other person.


 


(nn)     “Rule 16b-3”
means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.


 


(oo)        “Sale”
means the sale of all or substantially all of the assets of the Company (in one transaction or a series of transactions).


 


(pp)     “Scottish
Company” means Exscientia Limited registered in Scotland with company number SC428761.


 


(qq)    “Section 409A”
means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.


 


(rr)     “Securities
Act” means the US Securities Act of 1933, as amended.


 


(ss)     “Service
Provider” means an Employee, Director or Consultant, provided that Consultants and Directors who are not Employees
are only considered “Service Providers” eligible to be granted Awards under the Non-Employee Sub-Plan.


 


(tt)     “Share”
means an Ordinary Share, or the equivalent number of ADSs equal to an Ordinary Share.


 


(uu)     “Share
Appreciation Right” means a Share Appreciation right granted under Section 5.


 


(vv)     “Share
Reserve” has the meaning given to it in Section 4(a).


 


(ww)     “Subsidiary”
has the meaning as set out in section 1159 of the UK Companies Act 2006.


 


(xx)         “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 acquired by the Company or any Subsidiary
or with which the Company or any Subsidiary combines.


 






    19


     


    

 


(yy)      “Takeover”
means if any person (or a group of persons acting in concert) (the “Acquiring Person”):


 


(i)          obtains
Control of the Company as the result of making a general offer to:


 


(1)          acquire
all of the issued ordinary share capital of the Company, which is made on a condition that, if it is satisfied, the Acquiring Person will
have Control of the Company; or


 


(2)            acquire
all of the shares in the Company which are of the same class as the Shares; or


 


(ii)          obtains
Control of the Company as a result of a compromise or arrangement sanctioned by a court under Section 899 of the UK Companies Act
2006, or sanctioned under any other similar law of another jurisdiction; or


 


(iii)          becomes
bound or entitled under Sections 979 to 985 of the UK Companies Act 2006 (or similar law of another jurisdiction) to acquire shares of
the same class as the Shares; or


 


(iv)           obtains
Control of the Company in any other way.


 


(zz)      “Termination
of Service” means the date the Participant ceases to be a Service Provider as defined in the Plan.


 






    20


     


    

 


APPENDIX
1

NON-EMPLOYEE SUB-PLAN


 


TO
THE EXSCIENTIA Plc 2021 EQUITY INCENTIVE PLAN


 


This sub-plan (the “Non-Employee Sub-Plan”)
to the Exscientia Plc 2021 Equity Incentive Plan (the “Plan”) governs the grant of Awards to Consultants (defined
below) and Directors who are not Employees. The Non-Employee Sub-Plan incorporates all the provisions of the Plan except as modified in
accordance with the provisions of this Non-Employee Sub-Plan.


 


Awards granted pursuant to the Non-Employee Sub-Plan
are not granted pursuant to an “employees’ share scheme” for the purposes of UK legislation.


 


For the purposes of the Non-Employee Sub-Plan,
the provisions of the Plan shall operate subject to the following modifications:


 


1.            Interpretation


 


In the Non-Employee Sub-Plan, unless the context
otherwise requires, the following words and expressions have the following meanings:


 


“Consultant”
means any person, including any adviser, engaged by the Company or any Group Company to render services to such entity if the consultant
or adviser: (i) renders bona fide services to the Company or any Group Company; (ii) renders services not in connection with
the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for
the Company’s securities; and (iii) is a natural person. Notwithstanding the foregoing, a person is treated as a Consultant
only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s
securities to such person.


 


“Service Provider” means
a Consultant or Director who is not an Employee.


 


“Termination of Service”
means, subject to Section 3 below, the date the Participant ceases to be a Service Provider as defined in this Non-Employee Sub-Plan.


 


2.           Eligibility


 


Service Providers are eligible to be granted Awards
under the Non-Employee Sub-Plan.


 


3.            Service
Provider status and Termination of Service


 


If the Administrator so determines, a Participant
who ceases to be a Service Provider for the purposes of this Non-Employee Sub-Plan and who becomes a Service Provider as defined in the
Plan immediately thereafter (provided that there is no interruption or termination of the Participant’s service with the Company
or a Subsidiary) may be considered to remain continuously a Service Provider for the purposes of the Non-Employee Sub-Plan.


 






    1


     


    

 


APPENDIX
2

CSOP SUB-PLAN


 


TO
THE EXSCIENTIA Plc 2021 EQUITY INCENTIVE PLAN


 


This sub-plan (the “CSOP Sub-Plan”)
to the Exscientia Plc 2021 Equity Incentive Plan (the “Plan”) is intended to take effect as a Schedule 4 Company
Share Option Plan. The CSOP Sub-Plan incorporates all the provisions of the Plan except as modified in accordance with the provisions
of this CSOP Sub-Plan.


 


For the purposes of the CSOP Sub-Plan, the provisions
of the Plan shall operate subject to the following modifications:


 


		1.	Interpretation



 


In the CSOP Sub-Plan, unless the context
otherwise requires, the following words and expressions have the following meanings:


 


		(a)	“Acquiring Company” is a company which obtains Control of the Company in the
circumstances referred to in rule 20 hereof;



 


		(b)	“Adoption Date” is the date on which the CSOP Sub-Plan is adopted by the Board
(being the Effective Date);



 


		(c)	“Associate” has the meaning given to that expression by paragraph 12 of Schedule
4;



 


		(d)	“Constituent Company” means any of the following:



 


		(i).	the Company;



 


		(ii).	the Scottish Company; and



 


		(iii).	any Eligible Company nominated by the Administrator to be a Constituent Company at the relevant time.



 


		(e)	“Control” the meaning given to that word by Section 719 of ITEPA 2003 and
 “Controlled” shall be construed accordingly;



 


		(f)	“Date of Grant” is the date on which an Option is granted under the CSOP Sub-Plan;



 


		(g)	“Eligible Company” means any company of which the Company has Control, including
any jointly owned company (as defined in paragraph 34 of Schedule 4):



 


		(i).	which is treated as being under the Company’s Control under paragraph 34 of Schedule 4; and



 


		(ii).	which is not excluded from being a Constituent Company under paragraph 34(4) of Schedule 4;



 


		(h)	“Eligible Employee” means any Employee who:



 


		(i).	does not have a Material Interest (either on his own or together with one or more of his Associates),
and has not had such an interest in the last 12 months; and



 






    2


     


    

 


		(ii).	has no Associate or Associates which has or (taken together) have a Material Interest, or had such an
interest in the last 12 months; and



 


		(iii).	is either:



 


		(A)	not a director of any Constituent Company; or



 


		(B)	a director of a Constituent Company who is required to devote at least 25 hours per week (excluding meal
breaks) to his duties;



 


		(i)	“Employee” means an employee of a Constituent Company;



 


		(j)	“Exercise Price” means the price at which each Share subject to an Option may
be acquired on the exercise of that Option, which (subject to rule 23 hereof):



 


		(i).	if the Shares are to be newly issued to satisfy the exercise of the Option, may not be less than the nominal
value of a Share; and



 


		(ii).	may not be less than the Market Value of a Share on the Date of Grant.



 


		(k)	“Existing EMI Options” means all qualifying options (as defined in section 527
of ITEPA 2003) that have been granted as a result of employment with the Company (or any other member of a group of companies to which
the Company belongs) that can still be exercised;



 


		(l)	“Group Company” means any of the following:



 


		(i).	the Company;



 


		(ii).	a company of which the Company has Control; and



 


		(iii).	a jointly owned company (as defined in paragraph 34 of Schedule 4) that is:



 


		(A)	treated as being under the Company's Control under paragraph 34 of Schedule 4; and



 


		(B)	that is not excluded from being a Constituent Company under paragraph 34(4) of Schedule 4.



 


		(m)	“HMRC” means HM Revenue and Customs;



 


		(n)	“ITEPA 2003” means the UK Income Tax (Earnings and Pensions) Act 2003;



 


		(o)	“Key Feature” means any provision of the CSOP Sub-Plan which is necessary to
meet the requirements of Schedule 4;



 


		(p)	“Market Value” means the market value of a Share as determined in accordance
with the applicable provisions of Part VIII of the Taxation of Chargeable Gains Act 1992, and any relevant published HMRC guidance,
on the relevant date. If Shares are subject to a Relevant Restriction, Market Value shall be determined as if they were not subject to
a Relevant Restriction;



 


		(q)	“Material Interest” has the meaning given to that expression by paragraph 9
of Schedule 4;



 


		(r)	“Option” means a right to acquire Shares granted under the CSOP Sub-Plan;



 






    3


     


    

 


		(s)	“Option Agreement” means a written agreement between the Company and Participant
evidencing the terms of an individual Option grant, subject to the terms and conditions of the CSOP Sub-Plan;



 


		(t)	“Participant” means an individual who holds an Option or, where the context
permits, his personal representatives;



 


		(u)	“Redundancy” has the meaning given by the UK Employment Rights Act 1996;



 


		(v)	“Relevant CSOP Options” means all Options granted under the Plan (and any other
Schedule 4 CSOP) as a result of employment with the Company (or any other member of a group of companies to which the Company belongs)
that can still be exercised;



 


		(w)	“Relevant Restriction” means any provision included in any contract, agreement,
arrangement or condition to which sections 423(2), 423(3) and 423(4) of ITEPA 2003 would apply if references in those sections
to employment-related securities were references to Shares;



 


		(x)	“Restrictions” has the meaning given to it in paragraph 36(3) of Schedule
4 to ITEPA;



 


		(y)	“rule” means a rule of this CSOP Sub-Plan;



 


		(z)	“Schedule 4” means Schedule 4 to ITEPA 2003;



 


		(aa)	“Schedule 4 CSOP” means a share plan that meets the requirements of Schedule
4 to ITEPA 2003;



 


		(bb)	“Sufficient Shares” means the smallest number of Shares that, when sold, will
produce an amount at least equal to the relevant Tax Liability (after deduction of brokerage and any other charges or taxes on the sale);



 


		(cc)	“Tax Liability” means the pounds sterling total of any PAYE income tax and primary
class 1 (employee) and, to the extent specified in the applicable Option Agreement, secondary class 1 (employer) national insurance contributions
that the Company or any employer (or former employer) of a Participant is liable to account for as a result of the exercise of an Option.



 


		2.	Companies participating in CSOP Sub-Plan



 


The companies participating
in the CSOP Sub-Plan shall be each a Constituent Company.


 


		3.	Shares used in CSOP Sub-Plan



 


Options shall be granted over Shares
which form part of the ordinary share capital of the Company which satisfy the conditions specified in paragraphs 16-18 (inclusive) and
20 of Schedule 4.


 


		4.	Grant of Options



 


An Option granted under the CSOP Sub-Plan
shall be granted under and subject to the rules of the Plan as modified by this CSOP Sub-Plan.


 


		5.	Identification of Options



 


An Option Agreement issued in respect
of an Option shall expressly state that it is issued in respect of an Option. An option which is not so identified shall not constitute
an Option.


 






    4


     


    

 


		6.	Contents of Option Agreement



 


An Option Agreement issued
in respect of an Option shall specify:


 


		(a)	the Date of Grant of the Option;



 


		(b)	the number of Shares subject to the Option;



 


		(c)	the Restrictions to which the Shares under Option are subject (if any);



 


		(d)	the Exercise Price;



 


		(e)	the vesting schedule or performance criteria imposed on the exercise of the Option (if any);



 


		(f)	the date(s) on which the Option will ordinarily become exercisable;



 


		(g)	the date(s) on which the Option will lapse; and



 


		(h)	a statement that:



 


		(i)	the Option is subject to these rules, Schedule 4 and any other legislation applying to Schedule 4 CSOPs;
and



 


		(ii)	the provisions listed in rule 6(h)(i) shall prevail over any conflicting statement relating
to the Option’s terms.



 


		7.	Earliest date for grant of Options



 


An Option may not be granted
earlier than the Adoption Date.


 


		8.	Persons to whom Options may be granted



 


An Option may not be granted to an individual
who is not an Eligible Employee at the Date of Grant.


 


If an Eligible Employee’s status
changes to that of a Director or other Service Provider who is not an Employee, this shall be regarded as a termination of employment
for the purposes of the CSOP Sub-Plan.


 


Sections 1, 2 and 5(a) of the Plan
shall be construed accordingly.


 


		9.	Options non transferable



 


An Option shall be personal to the Eligible
Employee to whom it is granted and, subject to rule 19 hereof, shall not be capable of being transferred, charged or otherwise alienated
and shall lapse immediately if the Participant purports to transfer, charge or otherwise alienate the Option.


 


The Plan shall be construed
accordingly.


 


		10.	Limit on number of Shares placed under Option under CSOP Sub-Plan



 


For the avoidance of doubt, Shares placed
under Option under the CSOP Sub-Plan shall be taken into account for the purposes of Section 4 of the Plan.


 






    5


     


    

 


		11.	HMRC limit (£30,000)



 


		11.1.	An Option may not be granted to an Eligible Employee if the result of granting the Option would be that
the aggregate Market Value of the Shares subject to all outstanding options granted to him under the CSOP Sub-Plan or any other Schedule
4 CSOP would exceed sterling £30,000 or such other limit as may from time to time be specified in paragraph 6 of Schedule 4. For
this purpose, the United Kingdom sterling equivalent of the Market Value of a share on any day shall be determined by taking the sterling/dollar
exchange rate for that day as shown in the Wall Street Journal.



 


		11.2.	If the grant of an Option would otherwise cause the limit in rule 11.1 above to be exceeded, it shall
take effect as the grant of an Option under the CSOP Sub-Plan over the highest number of Shares which does not cause the limit to be exceeded.



 


		11.3.	If the grant of any share option intended to be an Option (referred to in this rule 11.3 as the “Excess
Option”) would cause the total Market Value of Shares subject to:



 


		(a)	the Excess Option; and



 


		(b)	all Relevant CSOP Options held by the relevant Eligible Employee; and



 


		(c)	all Existing EMI Options held by the relevant Eligible Employee,



 


to exceed £250,000 (or any other
amount specified in section 536(1)(e) of ITEPA 2003 at the relevant time), the whole of that Excess Option shall take effect as a
share option granted outside the CSOP Sub-Plan (but under the Plan and subject to the same terms and conditions as if it were an Option)
and without the tax advantages available for Options.


 


		12.	Exercise of Options.



 


		12.1.	Notwithstanding Section 5(b) of the Plan, the amount payable per Share on the exercise of an
Option shall not be less than the Market Value (as defined in the CSOP Sub-Plan) of a Share on the Date of Grant and shall be stated on
the Date of Grant.



 


		12.2.	Shares issued upon exercise of an Option will be issued only in the name of the Participant or, following
his death, his personal representative.



 


		12.3.	A Participant may not exercise an Option at any time when the Participant:



 


		(a)	has a Material Interest (any interests of the Participant’s Associates being treated as belonging
to the Participant for this purpose); or



 


		(b)	had a Material Interest in the 12 months before that time (any interests of the Participant’s Associates
being treated as having belonged to the Participant for this purpose).



 


		13.	Performance criteria imposed on exercise of Option



 


		13.1.	Any performance criteria imposed on the exercise of an Option shall be:



 


		(a)	objective;



 


		(b)	such that, once satisfied, the exercise of the Option is not subject to the discretion of any person;
and



 


		(c)	stated on the Date of Grant.



 






    6


     


    

 


		13.2.	If an event occurs as a result of which the Administrator considers that any performance criteria imposed
on the exercise of an Option is no longer appropriate and amends or modifies the performance criteria, such amendment or modification
shall:



 


		(a)	be fair and reasonable in the circumstances; and



 


		(b)	produce a measure of performance that is no more difficult to satisfy than the original.



 


		14.	Exercise of Options by Leavers



 


		14.1.	The period during which an Option shall remain exercisable following termination of employment, shall
be stated at grant in the Option Agreement, which period may not thereafter be altered.



 


		14.2.	A Participant who ceases to be an Employee due to:



 


		(a)	injury;



 


		(b)	ill health;



 


		(c)	disability;



 


		(d)	retirement;



 


		(e)	Redundancy;



 


		(f)	the Participant’s employer ceasing to be a Group Company; or



 


		(g)	a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations
2006,



 


will be a “Good Leaver”
and may exercise their Option as provided in the Option Agreement during the period of six months following the date the Participant ceases
to be an Employee and the Option shall lapse at the end of such exercise period to the extent it is not exercised.


 


		15.	Latest date for exercise of Options



 


The period during which an Option shall
remain exercisable shall be stated in the Option Agreement and any Option not exercised by that time shall lapse immediately.


 


		16.	Tax Liabilities



 


		16.1.	Each Option shall include a requirement that the Participant irrevocably agrees to:



 


		(a)	pay to the Company, his employer or former employer (as appropriate) the amount of Tax Liability; or



 


		(b)	enter into arrangements to the satisfaction of the Company, his employer or former employer (as appropriate)
for payment of any Tax Liability.



 


		16.2.	If a Participant does not fulfil his obligations under rule 16.1 in respect of any Tax Liability
arising from the exercise of an Option within seven days after the date of exercise and Shares are readily saleable at that time, the
Company shall withhold Sufficient Shares from the Shares which would otherwise be delivered to the Participant. From the net proceeds
of sale of those withheld Shares, the Company shall pay to the employer or former employer an amount equal to the Tax Liability and shall
pay any balance to the Participant.



 






    7


     


    

 



 


		16.3.	Section 9(e) of the Plan shall be construed accordingly.



 


		16.4.	Participants shall have no rights to compensation or damages on account of any loss in respect of Options
or the CSOP Sub-Plan where such loss arises (or is claimed to arise), in whole or in part, from the CSOP Sub-Plan ceasing to be, or not
qualifying as, a Schedule 4 CSOP.



 


		17.	Manner of payment for Shares on exercise of Options



 


The amount due on the exercise of an
Option shall be paid:


 


		(a)	in cash or by cheque or banker’s draft and may be paid out of funds provided to the Participant
on loan by a bank, broker or other person; or



 


		(b)	if there is a public market for Shares at the time of exercise, unless the Company otherwise determines,
(A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by
a broker acceptable to the Company to deliver promptly to the Company sufficient funds 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 cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as
may be required by the Administrator.



 


For the avoidance of doubt, the amount
may not be paid by the transfer to the Company of Shares or by a “net exercise”.


 


Section 5(e) of the Plan shall
be construed accordingly.


 


		18.	Issue or transfer of Shares on exercise of Options



 


Subject only to compliance by the Participant
with the rules of the CSOP Sub-Plan and to any delay necessary to complete or obtain:


 


		(a)	the listing of the Shares on any stock exchange on which Shares are then listed;



 


		(b)	such registration or other qualification of the Shares under any applicable law, rule or regulation
as the Company determines is necessary or desirable;



 


the Company shall, as soon as reasonably
practicable after the date of exercise of an Option, issue or transfer to the Participant, or procure the issue or transfer to the Participant
of, the number of Shares specified in the notice of exercise and shall deliver to the Participant, or procure the delivery to the Participant
of, a share certificate in respect of such Shares (unless the Shares are held in uncertificated book entry form) together with, in the
case of the partial exercise of an Option, an Option Agreement in respect of, or the original Option Agreement endorsed to show, the unexercised
part of the Option.


 


		19.	Death of Participant



 


If a Participant dies, his personal
representatives shall be entitled to exercise his Options for the twelve-month period following his death. If not so exercised, the Options
shall lapse immediately.


 






    8


     


    

 


		20.	Change in Control



 


		20.1.	Exchange of Options



 


If a person (the “Acquiring
Company”)


 


		(a)	a person (the “Controller”) obtains Control of the Company as a result of:



 


		(i)	making a general offer to acquire the whole of the issued share capital of the Company (except for any
capital already held by the Controller or any person connected with the Controller) that is made on a condition such that, if it is satisfied,
the person making the offer will have Control of the Company; or



 


		(ii)	making a general offer to acquire all the shares in the Company (except for any shares already held by
the Controller or any person connected with the Controller) that are of the same class as the Shares; or



 


		(b)	a court sanctions a compromise or arrangement under section 899 of the Companies Act 2006 that is applicable
to or affects:



 


		(i)	all the ordinary share capital of the Company or all the Shares of the same class as the Shares to which
the Option relates; or



 


		(ii)	all the Shares, or all the Shares of that same class, which are held by a class of shareholders identified
otherwise than by reference to their employment or directorships or their participation in a Schedule 4 CSOP; or



 


		(c)	shareholders become bound by a non-UK reorganisation (as defined by paragraph 35ZA of Schedule 4) that
is applicable to or affects:



 


		(i)	all the ordinary share capital of the Company or all the Shares of the same class as the Shares to which
the Option relates; or



 


		(ii)	all the Shares, or all the Shares of that same class, which are held by a class of shareholders identified
otherwise than by reference to their employment or directorships or their participation in a Schedule 4 CSOP; or



 


		(d)	a person becomes bound or entitled to acquire Shares under sections 979 to 985 of the Companies Act 2006,



 


a Participant may, at any time during
the period set out in rule 20.2 hereof by agreement with the Acquiring Company, release his Option in whole or in part in consideration
of the grant to him of a new option (“New Option”) which is equivalent to the Option but which relates to shares
in the Acquiring Company (or some other company falling within paragraph 27(2)(b) of Schedule 4) (“New Shares”).


 


		20.2.	Period allowed for exchange of Options



 


The period referred to in rule 20.1
is the applicable period defined in paragraph 26(3) of Schedule 4.


 






    9


     


    

 


		20.3.	Meaning of “equivalent”



 


The New Option shall not be regarded
for the purpose of this rule 20 as equivalent to the Option unless:


 


		(a)	the New Shares satisfy the conditions specified in paragraphs 16 to 18 and 20 inclusive of Schedule 4;
and



 


		(b)	save for any performance criteria imposed on the exercise of the Option, the New Option will be exercisable
in the same manner as the Option and subject to the provisions of the CSOP Sub-Plan as it had effect immediately before the release of
the Option; and



 


		(c)	the total Market Value, immediately before the release of the Option, of the Shares which were subject
to the Option is equal to the total Market Value, immediately after the grant of the New Option, of the New Shares determined using a
methodology agreed by HMRC; and



 


		(d)	the total amount payable by the Participant for the acquisition of the New Shares under the New Option
is equal to the total amount that would have been payable by the Participant for the acquisition of the Shares under the Option.



 


		20.4.	Date of grant of New Option



 


The date of grant of the New Option
shall be deemed to be the same as the Date of Grant of the Option.


 


		20.5.	Application of CSOP Sub-Plan to New Option



 


In the application of the CSOP Sub-Plan
to the New Option, where appropriate, references to “Company” and “Shares” shall be read as if they were references
to the company to whose shares the New Option relates and the New Shares, respectively.


 


		20.6.	Interaction with Section 8(b) of the Plan



 


		(a)	Reference in Section 8(b) of the Plan to cancellation, assumption or substitution, adjustment
to the kind of shares, replacement or termination of Options, shall be disapplied for the purposes of the CSOP Sub-Plan.



 


		(b)	In the event that a “Corporate Event” does not fall within rule 20.1 above, or where
it does, but an Acquiring Company does not agree to grant a New Option, or if a New Option would not be regarded as ‘equivalent’
in accordance with rule 20.3 above, the Administrator shall give written notice to the Participants and all Options shall be exercisable
to the extent vested (or in full if the Administrator so determines) up to 20 days before a Corporate Event save that any Option exercised
in anticipation of a transaction that does not take place will be treated as not having been exercised.



 


		21.	Rights attaching to Shares issued on exercise of Options



 


All Shares issued on the exercise of
an Option shall, as to any voting, dividend, transfer and other rights, including those arising on a liquidation of the Company, rank
equally in all respects and as one class with the Shares in issue at the date of such exercise save as regards any rights attaching to
such Shares by reference to a record date prior to the date of such exercise.


 


		22.	Amendment of CSOP Sub-Plan



 


Notwithstanding Sections 2(a) and
10(d) of the Plan, no amendment to a Key Feature of the CSOP Sub-Plan shall take effect if, as a result of the amendment, the CSOP
Sub-Plan would no longer be a Schedule 4 CSOP.


 






    10


     


    

 


		23.	Adjustment of Options



 


		23.1.	Notwithstanding Sections 2(a), 8(a) and 8(b) of the Plan, no adjustment may be made to an Option
(i) other than in accordance with paragraph 22 of Schedule 4 and (ii) in the event of a demerger or payment of a capital dividend
or similar event.



 


		23.2.	Where an adjustment to an Option is made, the total Market Value of the Shares subject to the Option and
the total amount payable on the exercise of the Option before and after the adjustment must be the same.



 


		24.	Exercise of discretion by the Administrator



 


In exercising any discretion which it
may have under the CSOP Sub-Plan, the Administrator shall act fairly and reasonably and in good faith.


 


		25.	No Employment or Other Service Rights.



 


The following additional wording shall
be included at the end of Section 10(a) of the Plan:


 


“A Participant waives all and
any rights to compensation or damages under the Plan in consequence of the termination of his office or employment with the Company or
an Affiliate for any reason (including, without limitation, any breach of contract by his employer).”


 


		26.	Disapplication of certain provisions of Plan



 


The provisions of the Plan
dealing with:


 


		(a)	Share Appreciation Rights (contained in Section 4(h));



 


		(b)	Non-Exempt U.S. Employee (contained in Section 5(f));



 


		(c)	Restricted Shares; Restricted Share Units (contained in Section 6)



 


		(d)	Other Share Based Awards (contained in Section 7);



 


		(e)	ISOs;



 


		(f)	The ability to adjust the kind of securities under Award and make cash payments (set out in Sections 8(a) and
8(b));



 


		(g)	Termination of Status (Section 9(e));



 


		(h)	The powers to amend and reprice (Section 9(g));



 


		(i)	Section 409A (Section 10(f));



 


		(j)	Change in Time Commitment (Section 10(t)); and



 


		(k)	The Non-Employee Sub-Plan,



 


shall not form part
of, and shall be disregarded for the purposes of the CSOP Sub-Plan.


 






    11


     


    

 


APPENDIX
3

CSOP OPTION GRANT NOTICE


 


EXSCIENTIA
PLC

2021 EQUITY INCENTIVE PLAN: CSOP SUB-PLAN


 


Capitalized terms not specifically defined in
this Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Equity Incentive Plan:
CSOP Sub-Plan (as amended from time to time, the “Plan”) of Exscientia Plc (the “Company”).


 


The Company has granted to the participant listed
below (“Participant”) the option described in this Grant Notice (the “Option”), subject
to the terms and conditions of the Plan and the Option Agreement attached as Exhibit A (the “Agreement”),
both of which are incorporated into this Grant Notice by reference.


 


	Participant:	 
	 	 
	Grant Date:	 
	 	 
	Exercise Price per Share:	 
	 	 
	Shares Subject to the Option:	 
	 	 
	Restrictions to which the Shares are subject (if any):	See appendix
	 	 
	Final Expiration Date:	The day before the 10th anniversary of the Grant Date
	 	 
	Vesting Commencement Date:	 
	 	 
	Vesting Schedule:	
     

     

    Please note that
the tax treatment of a CSOP Option may change if the CSOP Option is exercised prior to the third anniversary of the Grant Date.

	 	 
	Type of Option	CSOP Option subject to the provisions of the CSOP Sub-Plan, to Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003, and any other legislation applying to Schedule 4 CSOPs. This statement shall take precedent over any conflicting statement about the terms of the Option.


 


By Participant’s signature below, Participant
agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the
Participant and the Option from time to time (the “Policies”) [including but not limited to the [Company’s
claw-back policy / share retention policy / remuneration policy]]3. Participant has reviewed the Plan, this Grant Notice,
the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant
Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the
Plan, this Grant Notice or the Agreement.


 





 



3 Delete as applicable


 






    12


     


    

 


This document has been executed as a Deed and
is delivered on


 





	Executed as a DEED by EXSCIENTIA PLC (acting by [two
    directors])	 	 
	 	 	Name:
	 	 	 
	 	 	Name:
	 	 	 
	Executed as a Deed by PARTICIPANT in the presence of :	 	 
	 	 	Name:



 


	 	 	 
	Witness Signature 

	 	 
	 	 	 
	Witness Name 

	 	 
	 	 	 
	 	 	 
	 	 	 
	Witness Address 

	 	 
	 	 	 
	Witness Occupation	 	 






 






    13


     


    










 


Exhibit A


 


CSOP OPTION AGREEMENT


 


Capitalized terms not specifically defined
in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.


 


		2.	GENERAL



 


		2.1.	Grant of Option



 


The Company has granted to Participant
the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”).


 


		2.2.	Incorporation of Terms of Plan



 


The Option is subject to the terms and
conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between
the Plan and this Agreement, the terms of the Plan will control.


 


		3.	PERIOD OF EXERCISABILITY



 


		3.1.	Commencement of Exercisability



 


The Option will vest and become exercisable
according to the vesting schedule in the Grant Notice (the “Vesting Schedule”) except that any fraction of a
Share as to which the Option would be vested or exercisable will be accumulated and will vest and become exercisable only when a whole
Share has accumulated. Notwithstanding anything in the Grant Notice, the Plan or this Agreement to the contrary, unless the Administrator
determines that an unvested Option shall be treated as vested in whole or in part, then the Option will immediately expire and be forfeited
as to any portion that is not vested and exercisable as of Participant’s Termination of Service for any reason.


 


		3.2.	Duration of Exercisability



 


The Vesting Schedule is cumulative.
Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option
will be forfeited immediately upon its expiration.


 


		3.3.	Expiration of Option



 


The Option may not be exercised to any
extent by anyone after, and will expire on, the first of the following to occur:


 


		(a)	The final expiration date in the Grant Notice;



 


		(b)	Subject to (d) below, and except as the Administrator may otherwise approve, the expiration of three
(3) months from the date of Participant’s Termination of Service, unless Participant’s Termination of Service is for
Cause or by reason of Participant’s death or as a Good Leaver;



 


		(c)	Subject to (d) below, the expiration of six (6) months from the date of Participant’s
Termination of Service as a Good Leaver;



 


		(d)	The expiration of twelve (12) months from the date of Participant’s death, and for the avoidance
of doubt, this provision shall override any prior expiry under (b) or (c) above if Participant’s death occurs before the
expiry of the Option under (b) or (c) above as applicable; and



 






    14


     


    




 


		(e)	Except as the Administrator may otherwise approve, Participant’s Termination of Service for Cause,



 


		4.	EXERCISE OF OPTION



 


		4.1.	Person Eligible to Exercise



 


During Participant’s lifetime,
only Participant may exercise the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time
the Option expires, be exercised by Participant’s personal representative.


 


		4.2.	Partial Exercise Any
                                                                                                                                             exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according
                                                                                                                                             to the procedures in the Plan at any time prior to the time the Option or portion thereof expires, except that the Option may only
                                                                                                                                             be exercised for whole Shares.



 


		4.3.	Tax Withholding



 


		(a)	If Participant does not fulfil his obligations under the Plan in respect of any Tax Liability arising
from the exercise of an Option within seven days after the date of exercise and Shares are readily saleable at that time, the Company
shall withhold Sufficient Shares from the Shares which would otherwise be delivered to Participant. From the net proceeds of sale of those
withheld Shares, the Company shall pay to Participant’s employer or former employer an amount equal to the Tax Liability and shall
pay any balance to the Participant.



 


		(a)	Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection
with the Option, regardless of any action the Company or any Subsidiary takes with respect to any tax and/or social security withholding
obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding
the treatment of any tax and/or social security withholding in connection with the awarding, vesting or exercise of the Option or the
subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce
or eliminate Participant’s tax and/or social security liability.



 


		(b)	Depending on the circumstances, on exercise of the Option Participant may have an income tax liability
under PAYE and may be required to pay National Insurance Contributions (“NICs”). If so, then:



 


		(i)	the Company or the company which employs Participant may require Participant to pay amounts in respect
of PAYE and primary (employee) [and secondary (employer)] NICs liability in cash arising from exercise of the Option; and



 


		(ii)	in some circumstances the Company may withhold the number of Shares required to meet the liabilities in
respect of PAYE and primary (employee) [and secondary (employer)] class 1 NICs.



 


		(c)	Participant’s Option may only be exercised if Participant confirms (in writing) Participant’s
agreement to the requirements of the CSOP Sub-Plan relating to PAYE and NICs (rule 16). This may be done at the time of exercise.



 






    15


     


    

 


		4.4.	Lock-up (Restriction)



 


By
accepting the Option, Participant agrees that Participant will not sell, dispose of, transfer, make
any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect
as a sale with respect to any Shares or other securities of the Company held by Participant, for a period of one hundred eighty (180) days
following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters
or the Company will request to facilitate compliance with FINRA Rule 2241 or any successor or similar rules or regulation (the
 “Lock-Up Period”); provided, however, that nothing contained in this section will prevent the
exercise of a repurchase option, if any, in favor of the Company during the Lock-Up Period. Participant further agrees
to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with
the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to Participant’s Shares (or other securities of the Company) until the end of such period. Participant
also agrees that any transferee of any Shares (or other securities of the Company) held by Participant will be bound by this Section. The
underwriters of the Company’s Shares are intended third party beneficiaries of this Section and will have the right, power
and authority to enforce the provisions hereof as though they were a party hereto.


 


		5.	OTHER PROVISIONS



 


		5.1.	Option Not a Service Contract.



 


By accepting the Option, Participant
acknowledges, understands and agrees that:


 


		(a)	the Option is not an employment or service contract, and nothing in the Option will be deemed to create
in any way whatsoever any obligation on Participant’s part to continue in the employ of the Company or any Group Company, or of
the Company or any Group Company to continue Participant’s employment. In addition, nothing in Participant’s Option will obligate
the Company or any Group Company, their respective shareholders, boards of directors, officers or employees to continue any relationship
that Participant might have as a Director or Consultant for the Company or any Group Company;



 


		(b)	the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended,
suspended or terminated by the Company at any time, to the extent permitted under the Plan;



 


		(c)	the grant of the Option is voluntary and occasional and does not create any contractual or other right
to receive future grants of options (whether on the same or different terms), or benefits in lieu of options, even if options have been
granted in the past;



 


		(d)	Participant’s options and any Shares acquired under the Plan on exercise of Participant’s
options, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation,
calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday
pay, pension or retirement or welfare benefits or similar payments;



 






    16


     


    

 


		(e)	the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted
with certainty;



 


		(f)	neither the Company nor any Group Company shall be liable for any foreign exchange rate fluctuation between
Participant’s local currency and the United States Dollar (or such other currency in which the Exercise Price may be denominated)
that may affect the value of Participant’s options or of any amounts due to Participant pursuant to the exercise of the Option or
the subsequent sale of any Shares received;



 


		(g)	for the purposes of the Option, Participant’s status as a Service Provider will be considered terminated
as of the date Participant is no longer actively providing services to the Company or one of its Group Companies (regardless of the reason
for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant
is employed or the terms of Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement
or determined by the Company, (i) Participant’s right to vest in the Option under the Plan, if any, and (ii) the period
(if any) during which Participant may exercise the Option after such termination as a Service Provider will terminate as of such date
and in each instance will not be extended by any notice period or any period of “garden leave” or similar period mandated
under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any;
and the Board shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes
of the Option (including whether Participant may still be considered to be providing services while on a leave of absence); and



 


		(h)	no claim or entitlement to compensation or damages shall arise from forfeiture of this Option resulting
from the termination of Participant’s status as a Service Provider (for any reason whatsoever, whether or not later found to be
invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of his or herz employment or service
agreement, if any), and in consideration of the grant of this Option to which Participant is otherwise not entitled, Participant irrevocably
agrees never to institute any claim against the Company or any Group Company, waives his or her ability, if any, to bring any such claim,
and release the Company and any Group Company from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court
of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such
claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim.



 


		5.2.	No Advice Regarding Grant; No Liability for Taxes



 


The Company is not providing any tax,
legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or his
or her acquisition or sale of the underlying Shares. Participant should consult with his or her own personal tax, legal and financial
advisors regarding his or her participation in the Plan before taking any action related to the Plan.


 






    17


     


    

 


		5.3.	Adjustments



 


Participant acknowledges that the Option
is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan (with the specific
provisions set out in the CSOP Sub-Plan).


 


		5.4.	Notices



 


Any notice to be given under the terms
of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s
principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant
must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Option) at
Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice
given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will
be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited
with postage prepaid in a post office or branch post office regularly maintained by the Royal Mail, when delivered by a nationally recognized
express shipping company.


 


		5.5.	Titles



 


Titles
are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.


 


		5.6.	Conformity to Applicable Laws



 


Participant acknowledges that the Plan,
the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable
Laws permit, will be deemed amended as necessary to conform to Applicable Laws.


 


		5.7.	Successors and Assigns



 


The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the
Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of
the heirs, legatees, legal representatives, successors and assigns of the parties hereto.


 


		5.8.	Limitations Applicable to Section 16 Persons



 


Notwithstanding any other provision
of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement
and the Option will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of
the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the
extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.


 


		5.9.	Entire Agreement The
                                                                                                                                             Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and
                                                                                                                                             supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter
                                                                                                                                             hereof, with the exception of other equity awards previously granted to Participant and any written employment agreement, offer
                                                                                                                                             letter, severance agreement, written severance plan or policy, or other written agreement between the Company and Participant in
                                                                                                                                             each case that specifies the terms that should govern this Option.



 






    18


     


    

 


		5.10.	Agreement Severable



 


In the event that any provision of the
Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the
provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.


 


		5.11.	Limitation on Participant’s Rights



 


Participation in the Plan confers no
rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as
to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any
assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits
payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor
with respect to the Option, as and when exercised pursuant to the terms hereof.


 


		5.12.	Counterparts



 


The Grant Notice may be executed in
one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original
and all of which together will constitute one instrument.


 


		5.13.	CSOP OptionsThis CSOP
Option is subject to the provisions of the CSOP Sub-Plan and to Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003. This statement
shall take precedent over any conflicting statement about the terms of the Option.



 


		5.14.	Choice of Law



 


The Agreement and any dispute or claim
arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed
by and construed in accordance with the law of England and Wales disregarding any jurisdiction’s choice-of-law principles requiring
the application of a jurisdiction’s laws other than that of England and Wales and the courts of England and Wales shall have exclusive
jurisdiction to hear any dispute.


 


		5.15.	Other Documents



 


Participant
hereby acknowledges receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated
under the Securities Act, which includes the prospectus document containing the Plan information specified in Section 10(a) of
the Securities Act. In addition, Participant acknowledges receipt of the Company’s Insider Trading and Window Period
Policy.


 


		5.16.	Corporate Events.



 


The Option is subject to the terms of
any agreement governing a Corporate Event involving the Company, including, without limitation, a provision for the appointment of a shareholder
representative that is authorized to act on Participant’s behalf with respect to any escrow, indemnities and any contingent consideration.


 






    19


     


    





 


Appendix


 


CSOP Options


 


Summary of Restrictions


 


The Shares are subject to
the following restrictions:


 






    	 	 1	 



     


    

 


APPENDIX
4

OPTION GRANT NOTICE (US / UK)


 


EXSCIENTIA
PLC

2021 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]5


 


Capitalized
terms not specifically defined in this Option Grant Notice (the “Grant Notice”) have the meanings given to them
in the 2021 Equity Incentive Plan [:Non-Employee Sub-Plan]6 (as amended from time to time, the “Plan”)
of Exscientia Plc (the “Company”).


 


The Company has granted to the participant listed
below (“Participant”) the option described in this Grant Notice (the “Option”), subject
to the terms and conditions of the Plan and the Option Agreement attached as Exhibit A (the “Agreement”),
both of which are incorporated into this Grant Notice by reference.


 


	Participant:	 
	Grant Date:	 
	Exercise Price per Share:	 
	Shares Subject to the Option:	 
	Final Expiration Date:	The day before the [10th] anniversary of the Grant Date
	Vesting Commencement Date:	 
	Vesting
Schedule7:	[1/4 of the total number of Shares under Option shall vest and become exercisable on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Option shall vest and become exercisable on each Quarter Date thereafter, subject to Participant remaining continuously a Service Provider as of each such date].
	Type of Option8	[ISO]9[Non-Qualified Option10]


 


By Participant’s signature below, Participant
agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the
Participant and the Option from time to time (the “Policies”) [including but not limited to the [Company’s
claw-back policy / share retention policy / remuneration policy]]11. Participant has reviewed the Plan, this Grant Notice,
the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant
Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the
Plan, this Grant Notice or the Agreement.


 





 



5 Note to draft: For Consultants and
Directors who are not Employees


6 Note to draft: For Consultants and
Directors who are not Employees


7 Note to draft: Selection of applicable
vesting schedule, or determination that a different vesting schedule shall apply, subject to discretion of Administrator.


8 If this is an ISO, it (plus other
outstanding ISOs) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any
excess over $100,000 is a Non-Qualified Option.


9 Note to draft: Available only for
US taxpayer employees.


10 Note to draft: For all other Service
Providers.


11 Note to draft: Delete as applicable


 






    	 	 1	 



     


    

 


By accepting
this Option, Participant consents to receive this Grant Notice, the Agreement, the Plan, the Policies and any other Plan-related documents
by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by
the Company or another third party designated by the Company. Counterparts may be delivered via facsimile, electronic mail (including
pdf or any electronic signature complying with the US federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other Applicable
Law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid
and effective for all purposes.


 


	EXSCIENTIA PLC	PARTICIPANT
	 	 
	By:	 	 	 
	 	 	 	 
		
	 	 
	 	Name	 	[Participant Name]
	 		 	
	 	Title:	 	 



 






    	 	 2	 



     


    

 


Exhibit A


 


OPTION AGREEMENT


 


Capitalized terms not specifically defined in this Agreement have the
meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.


 


	1.	GENERAL



 


	1.1.	Grant of Option



 


The Company has granted to Participant
the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”).


 


	1.2.	Incorporation of Terms of Plan



 


The Option is subject to the terms and
conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between
the Plan and this Agreement, the terms of the Plan will control.


 


	2.	PERIOD OF EXERCISABILITY



 


	2.1.	Commencement of Exercisability



 


The Option will vest and become exercisable
according to the vesting schedule in the Grant Notice (the “Vesting Schedule”) except that any fraction of a
Share as to which the Option would be vested or exercisable will be accumulated and will vest and become exercisable only when a whole
Share has accumulated. Notwithstanding anything in the Grant Notice, the Plan or this Agreement to the contrary, except as otherwise determined
by the Administrator or provided in a binding written agreement between Participant and the Company, the Option will immediately expire
and be forfeited as to any portion that is not vested and exercisable as of Participant’s Termination of Service for any reason.


 


	2.2.	Duration of Exercisability



 


The Vesting Schedule is cumulative.
Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option
will be forfeited immediately upon its expiration.


 


	2.3.	Expiration of Option



 


The Option may not be exercised to any
extent by anyone after, and will expire on, the first of the following to occur:


 


		(a)	The final expiration date in the Grant Notice;



 


		(b)	Except as the Administrator may otherwise approve, the expiration of three (3) months from the date
of Participant’s Termination of Service, unless Participant’s Termination of Service is for Cause or by reason of Participant’s
death or Disability;



 


		(c)	Except as the Administrator may otherwise approve, the expiration of one (1) year from the date of
Participant’s Termination of Service by reason of Participant’s Disability;



 






    	 	 3	 



     


    

 


		(d)	Except as the Administrator may otherwise approve, the expiration of eighteen (18) months from the date
of Participant’s Termination of Service by reason of Participant’s death;



  


		(e)	Except as the Administrator may otherwise approve, Participant’s Termination of Service for Cause;



 


		(f)	Immediately upon a Corporate Event if the Administrator has determined that the Option will terminate
in connection with a Corporate Event;



 


		(g)	The day before the tenth anniversary of the Grant Date.



 


Notwithstanding the foregoing, if Participant
dies during the period provided in Section 2.3(b) or 2.3(c) above, the term of the Option shall not expire until the earlier
of (i) eighteen (18) months after Participant’s death, (ii) upon any termination of the Option in connection with a Corporate
Event, (iii) the Final Expiration Date indicated in the Grant Notice, or (iv) the day before the tenth anniversary of the Grant
Date. Additionally, the post-termination exercise period of the Option may be extended as provided in the Plan.


 


	3.	EXERCISE OF OPTION



 


	3.1.	Person Eligible to Exercise



 


During Participant’s lifetime,
only Participant may exercise the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time
the Option expires, be exercised by Participant’s Designated Beneficiary as provided in the Plan.


 


	3.2.	Partial Exercise



 


Any exercisable portion of the Option
or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any
time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole Shares.


 


	3.3.	Tax Withholding.



 


		(a)	The Company has the right and option, but not the obligation, to treat Participant’s failure to
provide timely payment in accordance with the Plan of any tax and/or social security withholding obligations arising in connection with
the Option as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company retain Shares
otherwise issuable under the Option.



 


		(b)	Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection
with the Option, regardless of any action the Company or any Subsidiary takes with respect to any tax and/or social security withholding
obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding
the treatment of any tax and/or social security withholding in connection with the awarding, vesting or exercise of the Option or the
subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce
or eliminate Participant’s tax and/or social security liability.



 






    	 	 4	 



     


    

 


	3.4.	Lock-up.



 


By
accepting the Option, Participant agrees that Participant will not sell, dispose of, transfer,
make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic
effect as a sale with respect to any Shares or other securities of the Company held by Participant, for a period of one hundred eighty
(180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer
period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2241 or any successor or similar
rules or regulation (the “Lock-Up Period”); provided, however, that nothing contained
in this section will prevent the exercise of a repurchase option, if any, in favor of the Company during the Lock-Up Period. Participant
further agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are
consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the
Company may impose stop-transfer instructions with respect to Participant’s Shares (or other securities of the Company) until the
end of such period. Participant also agrees that any transferee of any Shares (or other securities of the Company) held by Participant
will be bound by this Section. The underwriters of the Company’s Shares are intended third party beneficiaries of this Section and
will have the right, power and authority to enforce the provisions hereof as though they were a party hereto.


 


	4.	OTHER PROVISIONS



 


	4.1.	Option Not a Service Contract.



 


By accepting the Option, Participant
acknowledges, understands and agrees that:


 


		(a)	the Option is not an employment or service contract, and nothing in the Option will be deemed to create
in any way whatsoever any obligation on Participant’s part to continue in the employ of the Company or any Group Company, or of
the Company or any Group Company to continue Participant’s employment. In addition, nothing in Participant’s Option will obligate
the Company or any Group Company, their respective shareholders, boards of directors, officers or employees to continue any relationship
that Participant might have as a Director or Consultant for the Company or any Group Company;



 


		(b)	the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended,
suspended or terminated by the Company at any time, to the extent permitted under the Plan;



 


		(c)	the grant of the Option is voluntary and occasional and does not create any contractual or other right
to receive future grants of options (whether on the same or different terms), or benefits in lieu of options, even if options have been
granted in the past;



 


		(d)	Participant’s options and any Shares acquired under the Plan on exercise of Participant’s
options, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation,
calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday
pay, pension or retirement or welfare benefits or similar payments;



 






    	 	 5	 



     


    

 


		(e)	the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted
with certainty;



  


		(f)	neither the Company nor any Group Company shall be liable for any foreign exchange rate fluctuation between
Participant’s local currency and the United States Dollar (or such other currency in which the Exercise Price may be denominated)
that may affect the value of Participant’s options or of any amounts due to Participant pursuant to the exercise of the Option or
the subsequent sale of any Shares received;



 


		(g)	for the purposes of the Option, Participant’s status as a Service Provider will be considered terminated
as of the date Participant is no longer actively providing services to the Company or one of its Group Companies (regardless of the reason
for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant
is employed or the terms of Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement
or determined by the Company, (i) Participant’s right to vest in the Option under the Plan, if any, and (ii) the period
(if any) during which Participant may exercise the Option after such termination as a Service Provider will terminate as of such date
and in each instance will not be extended by any notice period or any period of “garden leave” or similar period mandated
under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any;
and the Board shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes
of the Option (including whether Participant may still be considered to be providing services while on a leave of absence); and



 


		(h)	no claim or entitlement to compensation or damages shall arise from forfeiture of this Option resulting
from the termination of Participant’s status as a Service Provider (for any reason whatsoever, whether or not later found to be
invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of his or her employment or service
agreement, if any), and in consideration of the grant of this Option to which Participant is otherwise not entitled, Participant irrevocably
agrees never to institute any claim against the Company or any Group Company, waives his or her ability, if any, to bring any such claim,
and release the Company and any Group Company from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court
of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such
claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim.



 


	4.2.	No Advice Regarding Grant; No Liability for Taxes



 


The Company is not providing any tax,
legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or his
or her acquisition or sale of the underlying Shares. Participant should consult with his or her own personal tax, legal and financial
advisors regarding his or her participation in the Plan before taking any action related to the Plan.


 






    	 	 6	 



     


    

 


As
a condition to accepting the Option, Participant hereby (a) agrees to not make any claim
against the Company, Group, or any of its officers, Directors, Employees related to tax or social security liabilities arising from the
Option or other Company or Group compensation and (b) acknowledges that Participant was advised to consult with Participant’s
own personal tax, legal and financial advisors regarding the tax and social security consequences of the Option and has either done so
or knowingly and voluntarily declined to do so. Additionally, if Participant is subject to tax in the United States, Participant acknowledges
that the Option is exempt from Section 409A only if the exercise price per share is at least equal to the “fair market value”
of a Share on the date of grant as determined by the US Internal Revenue Service and there is no other impermissible deferral of compensation
associated with the Option. Additionally, as a condition to accepting the Option, Participant agrees not make any claim against the Company,
Group, or any of its Officers, Directors, Employees in the event that the US Internal Revenue Service asserts that such exercise price
per share is less than the “fair market value” of a Share on the date of grant as subsequently determined by the US Internal
Revenue Service.


 


	4.3.	Adjustments



 


Participant acknowledges that the Option
is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.


 


	4.4.	Notices



 


Any notice to be given under the terms
of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s
principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant
must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Option) at
Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to
this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given:
(i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with
postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.


 


	4.5.	Titles



 


Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this Agreement.


 


	4.6.	Conformity to Applicable Laws



 


Participant acknowledges that the Plan,
the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable
Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and this Option may be unilaterally cancelled by the Company
(with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable
discretion that such conformity is not possible or practicable.


 






    	 	 7	 



     


    

 


	4.7.	Successors and Assigns



 


		The Company may assign any of its rights under this Agreement
to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to
the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successors and assigns of the parties hereto.



 


	4.8.	Limitations Applicable to Section 16 Persons



 


		Notwithstanding any other provision of the Plan or this Agreement,
if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject
to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any
amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit,
this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.



 


	4.9.	Entire Agreement



 


		The
Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede
in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, with
the exception of other equity awards previously granted to Participant and any written employment agreement, offer letter, severance
agreement, written severance plan or policy, or other written agreement between the Company and Participant in each case that specifies
the terms that should govern this Option.



 


	4.10.	Agreement Severable



 


		In the event that any provision of the Grant Notice or this
Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not
be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.



 


	4.11.	Limitation on Participant’s Rights



 


		Participation in the Plan confers no rights or interests other
than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may
not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will
have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with
respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the
Option, as and when exercised pursuant to the terms hereof.



 


	4.12.	Counterparts



 


		The Grant Notice may be executed in one or more counterparts,
including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together
will constitute one instrument.



 



    	 	 8	 



     


    

 


	4.13.	ISO



 


		If the Option is designated as an ISO:



 


		(a)	Participant acknowledges that to the extent the aggregate fair market value of shares (determined as of
the time the option with respect to the shares is granted) with respect to which options intended to qualify as “incentive stock
options” under Section 422 of the Code, including the Option, are exercisable for the first time by Participant during any
calendar year exceeds $100,000 or if for any other reason such options do not qualify or cease to qualify for treatment as “incentive
stock options” under Section 422 of the Code, such options (including the Option) will be treated as non-qualified options.
Participant further acknowledges that the rule set forth in the preceding sentence will be applied by taking the Option and other
options into account in the order in which they were granted, as determined under Section 422(d) of the Code.



 


		(b)	Participant also acknowledges
that if the Option is exercised more than three (3) months after Participant’s Termination of Service, other than by reason
of death or Disability, the Option will be taxed as a Non-Qualified Option. If the Company provides for the extended exercisability
of the Option under certain circumstances for Participant’s benefit, the Option will not necessarily be treated as an ISO if Participant
exercise the Option more than three (3) months after the date of Participant’s Termination of Service.



 


		(c)	Participant will notify the Company in writing within fifteen (15) days after the date of any disposition
or other transfer of any Shares acquired under this Agreement if such disposition or other transfer is made (a) within two (2) years
from the Grant Date or (b) within one (1) year after the transfer of such Shares to Participant. Such notice will specify the
date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration,
by Participant in such disposition or other transfer.



 


	4.14.	Choice of Law



 


		The Agreement and any dispute or claim arising out of or in
connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed
in accordance with the law of England and Wales disregarding any jurisdiction’s choice-of-law principles requiring the application
of a jurisdiction’s laws other than that of England and Wales and the courts of England and Wales shall have exclusive jurisdiction
to hear any dispute.



 


	4.15.	Other Documents



 


		Participant
hereby acknowledges receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated
under the Securities Act, which includes the prospectus document containing the Plan information specified in Section 10(a) of
the Securities Act. In addition, Participant acknowledges receipt of the Company’s Insider Trading and Window Period
Policy.



 


	4.16.	Corporate Events.



 


		The Option is subject to the terms of any agreement governing
a Corporate Event involving the Company, including, without limitation, a provision for the appointment of a shareholder representative
that is authorized to act on Participant’s behalf with respect to any escrow, indemnities and any contingent consideration.



 






    	 	 9	 



     


    

 


	4.17	Non-Exempt U.S. Employees.



 


		The Option, whether or not vested, if granted to an Employee
who is a non-exempt employee for purposes of the U.S. Fair Labor Standards Act of 1938, as amended, will not be first exercisable for
any Shares until at least six months following the Grant Date. Notwithstanding the foregoing, in accordance with the provisions of the
U.S. Worker Economic Opportunity Act, any vested portion of the Option may be exercised earlier than six months following the Grant Date
in the event of (i) the Participant’s death or Disability, (ii) a Corporate Event in which the Option is not assumed,
continued or substituted, (iii) a Change in Control, or (iv) the Participant’s retirement (as such term may be defined
in the Agreement or another applicable agreement or, in the absence of any such definition, in accordance with the Company’s then
current employment policies and guidelines). This Section 4.17 is intended to operate so that any income derived by a non-exempt
employee in connection with the exercise or vesting of the Option will be exempt from Participant’s regular rate of pay.



 






    	 	 10	 



     


    





 


APPENDIX
5

OPTION GRANT NOTICE (INTERNATIONAL)


 


EXSCIENTIA
PLC

2021 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]12


 


Capitalized terms not specifically defined in
this Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Equity Incentive Plan
[:Non-Employee Sub-Plan]13 (as amended from time to time, the “Plan”) of Exscientia Plc (the “Company”).


 


The Company has granted to the participant listed
below (“Participant”) the option described in this Grant Notice (the “Option”), subject
to the terms and conditions of the Plan and the Option Agreement attached as Exhibit A (including any special terms and conditions
for the Participant’s country set forth in the attached appendix (the “Appendix” and together, the “Agreement”)),
both of which are incorporated into this Grant Notice by reference.


 


	Participant:	 
	 	 
	Grant Date:	 
	 	 
	Exercise Price per Share:	 
	 	 
	Shares Subject to the Option:	 
	 	 
	Final Expiration Date:	The day before the [10th] anniversary of the Grant Date
	 	 
	Vesting Commencement Date:	 
	 	 
	Vesting Schedule14:	[1/4 of the total number of Shares under Option shall vest and become exercisable on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Option shall vest and become exercisable on each Quarter Date thereafter, subject to Participant remaining continuously a Service Provider as of each such date].
	 	 
	Type of Option	Non-Qualified Option


 


By Participant’s signature below, Participant
agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the
Participant and the Option from time to time (the “Policies”) [including but not limited to the [Company’s
claw-back policy / share retention policy / remuneration policy]]15. Participant has reviewed the Plan, this Grant Notice,
the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant
Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the
Plan, this Grant Notice or the Agreement.


 





 



 


12
Note to draft: For Consultants and Directors who are not Employees


13
Note to draft: For Consultants and Directors who are not Employees


14
Note to draft: Selection of applicable vesting schedule, or determination that a different vesting schedule shall apply, subject to discretion
of Administrator.


15
Note to draft: Delete as applicable


 






    1


     


    

 


By accepting
this Option, Participant consents to receive this Grant Notice, the Agreement, the Plan, the Policies and any other Plan-related documents
by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by
the Company or another third party designated by the Company. Counterparts may be delivered via facsimile, electronic mail (including
pdf or any electronic signature complying with the US federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other Applicable
Law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid
and effective for all purposes.


 


	EXSCIENTIA
PLC	 	PARTICIPANT
	 	 	 
	By:	 	 	 
	 	 	 	 
	 	 	 	 
	 	Name	 	[Participant Name]
	 	 	 	 
	 	Title:	 	 



 






    2


     


    

 


Exhibit A


 


OPTION AGREEMENT


 


Capitalized terms not specifically defined in
this Agreement (the definition of which includes any special terms and conditions for the Participant’s country set forth in the
Appendix) have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.


 


		1.	GENERAL



 


		1.1.	Grant of Option



 


The Company has granted to Participant
the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”).


 


		1.2.	Incorporation of Terms of Plan



 


The Option is subject to the terms and
conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between
the Plan and this Agreement, the terms of the Plan will control.


 


		2.	PERIOD OF EXERCISABILITY



 


		2.1.	Commencement of Exercisability



 


The Option will vest and become exercisable
according to the vesting schedule in the Grant Notice (the “Vesting Schedule”) except that any fraction of a
Share as to which the Option would be vested or exercisable will be accumulated and will vest and become exercisable only when a whole
Share has accumulated. Notwithstanding anything in the Grant Notice, the Plan or this Agreement to the contrary, except as otherwise determined
by the Administrator or provided in a binding written agreement between Participant and the Company, the Option will immediately expire
and be forfeited as to any portion that is not vested and exercisable as of Participant’s Termination of Service for any reason.


 


		2.2.	Duration of Exercisability



 


The Vesting Schedule is cumulative.
Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option
will be forfeited immediately upon its expiration.


 


		2.3.	Expiration of Option



 


The Option may not be exercised to any
extent by anyone after, and will expire on, the first of the following to occur:


 


		(a)	The final expiration date in the Grant Notice;



 


		(b)	Except as the Administrator may otherwise approve, the expiration of three (3) months from the date
of Participant’s Termination of Service, unless Participant’s Termination of Service is for Cause or by reason of Participant’s
death or Disability;



 


		(c)	Except as the Administrator may otherwise approve, the expiration of one (1) year from the date of
Participant’s Termination of Service by reason of Participant’s Disability;



 






    3


     


    

 


		(d)	Except as the Administrator may otherwise approve, the expiration of eighteen (18) months from the date
of Participant’s Termination of Service by reason of Participant’s death;



 


		(e)	Except as the Administrator may otherwise approve, Participant’s Termination of Service for Cause;



 


		(f)	Immediately upon a Corporate Event if the Administrator has determined that the Option will terminate
in connection with a Corporate Event;



 


		(g)	The day before the tenth anniversary of the Grant Date.



 


Notwithstanding the foregoing, if Participant
dies during the period provided in Section 2.3(b) or 2.3(c) above, the term of the Option shall not expire until the earlier
of (i) eighteen (18) months after Participant’s death, (ii) upon any termination of the Option in connection with a Corporate
Event, (iii) the Final Expiration Date indicated in the Grant Notice, or (iv) the day before the tenth anniversary of the Grant
Date. Additionally, the post-termination exercise period of the Option may be extended as provided in the Plan.


 


		3.	EXERCISE OF OPTION



 


		3.1.	Person Eligible to Exercise



 


During Participant’s lifetime,
only Participant may exercise the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time
the Option expires, be exercised by Participant’s Designated Beneficiary as provided in the Plan.


 


		3.2.	Partial Exercise



 


Any exercisable portion of the Option
or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any
time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole Shares.


 


		3.3.	Tax Withholding.



 


		(a)	The Company has the right and option, but not the obligation, to treat Participant’s failure to
provide timely payment in accordance with the Plan of any tax and/or social security withholding obligations arising in connection with
the Option as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company retain Shares
otherwise issuable under the Option.



 


		(b)	Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection
with the Option, regardless of any action the Company or any Subsidiary takes with respect to any tax and/or social security withholding
obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding
the treatment of any tax and/or social security withholding in connection with the awarding, vesting or exercise of the Option or the
subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce
or eliminate Participant’s tax and/or social security liability.



 






    4


     


    

 


		3.4.	Lock-up.



 


By
accepting the Option, Participant agrees that Participant will not sell, dispose of, transfer, make any short sale of, grant any option
for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any Shares
or other securities of the Company held by Participant, for a period of one hundred eighty (180) days following the effective date
of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will
request to facilitate compliance with FINRA Rule 2241 or any successor or similar rules or regulation (the “Lock-Up Period”); provided,
however, that nothing contained in this section will prevent the exercise of a repurchase option, if any, in favor of the Company
during the Lock-Up Period. Participant further agrees to execute and deliver such other agreements as may be reasonably
requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In
order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to Participant’s Shares
(or other securities of the Company) until the end of such period. Participant also agrees that any transferee of any Shares (or
other securities of the Company) held by Participant will be bound by this Section. The underwriters of the Company’s Shares
are intended third party beneficiaries of this Section and will have the right, power and authority to enforce the provisions hereof
as though they were a party hereto.


 


		4.	OTHER PROVISIONS



 


		4.1.	Option Not a Service Contract.



 


By accepting the Option, Participant
acknowledges, understands and agrees that:


 


		(a)	the Option is not an employment or service contract, and nothing in the Option will be deemed to create
in any way whatsoever any obligation on Participant’s part to continue in the employ of the Company or any Group Company, or of
the Company or any Group Company to continue Participant’s employment. In addition, nothing in Participant’s Option will obligate
the Company or any Group Company, their respective shareholders, boards of directors, officers or employees to continue any relationship
that Participant might have as a Director or Consultant for the Company or any Group Company;



 


		(b)	the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended,
suspended or terminated by the Company at any time, to the extent permitted under the Plan;



 


		(c)	the grant of the Option is voluntary and occasional and does not create any contractual or other right
to receive future grants of options (whether on the same or different terms), or benefits in lieu of options, even if options have been
granted in the past;



 


		(d)	Participant’s options and any Shares acquired under the Plan on exercise of Participant’s
options, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation,
calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday
pay, pension or retirement or welfare benefits or similar payments;



 






    5


     


    

 


		(e)	the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted
with certainty;



 


		(f)	neither the Company nor any Group Company shall be liable for any foreign exchange rate fluctuation between
Participant’s local currency and the United States Dollar (or such other currency in which the Exercise Price may be denominated)
that may affect the value of Participant’s options or of any amounts due to Participant pursuant to the exercise of the Option or
the subsequent sale of any Shares received;



 


		(g)	for the purposes of the Option, Participant’s status as a Service Provider will be considered terminated
as of the date Participant is no longer actively providing services to the Company or one of its Group Companies (regardless of the reason
for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant
is employed or the terms of Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement
or determined by the Company, (i) Participant’s right to vest in the Option under the Plan, if any, and (ii) the period
(if any) during which Participant may exercise the Option after such termination as a Service Provider will terminate as of such date
and in each instance will not be extended by any notice period or any period of “garden leave” or similar period mandated
under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any;
and the Board shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes
of the Option (including whether Participant may still be considered to be providing services while on a leave of absence); and



 


		(h)	no claim or entitlement to compensation or damages shall arise from forfeiture of this Option resulting
from the termination of Participant’s status as a Service Provider (for any reason whatsoever, whether or not later found to be
invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of his or her employment or service
agreement, if any), and in consideration of the grant of this Option to which Participant is otherwise not entitled, Participant irrevocably
agrees never to institute any claim against the Company or any Group Company, waives his or her ability, if any, to bring any such claim,
and release the Company and any Group Company from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court
of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such
claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim.



 


		4.2.	No Advice Regarding Grant; No Liability for Taxes



 


The Company is not providing any tax,
legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or his
or her acquisition or sale of the underlying Shares. Participant should consult with his or her own personal tax, legal and financial
advisors regarding his or her participation in the Plan before taking any action related to the Plan.


 






    6


     


    

 


As
a condition to accepting the Option, Participant hereby (a) agrees to not make any claim
against the Company, Group, or any of its officers, Directors, Employees related to tax or social security liabilities arising from the
Option or other Company or Group compensation and (b) acknowledges that Participant was advised to consult with Participant’s
own personal tax, legal and financial advisors regarding the tax and social security consequences of the Option and has either done so
or knowingly and voluntarily declined to do so. Additionally, if Participant is subject to tax in the United States, Participant acknowledges
that the Option is exempt from Section 409A only if the exercise price per share is at least equal to the “fair market value”
of a Share on the date of grant as determined by the US Internal Revenue Service and there is no other impermissible deferral of compensation
associated with the Option. Additionally, as a condition to accepting the Option, Participant agrees not make any claim against the Company,
Group, or any of its Officers, Directors, Employees in the event that the US Internal Revenue Service asserts that such exercise price
per share is less than the “fair market value” of a Share on the date of grant as subsequently determined by the US Internal
Revenue Service.


 


		4.3.	Adjustments



 


Participant acknowledges that the Option
is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.


 


		4.4.	Language



 


Participant acknowledges that he or
she is sufficiently proficient in the English language, or has consulted with an advisor who is sufficiently proficient in English, so
as to allow him or her to understand the terms and conditions of this Agreement. If Participant has received this Agreement, or any other
document related to the Option and/or the Plan translated into a language other than English and if the meaning of the translated version
is different than the English version, the English version will control.


 


		4.5.	Foreign Assets/Account, Exchange Control and Tax Reporting



 


Participant may be subject to foreign
asset/account, exchange control and/or tax reporting requirements as a result of the acquisition, holding and/or transfer of Shares or
cash (including dividends and the proceeds arising from the sale of Shares) derived from Participant’s participation in the Plan
in, to and/or from a brokerage/bank account or legal entity located outside Participant’s country. The applicable laws in Participant’s
country may require that he or she report such accounts, assets and balances therein, the value thereof and/or the transactions related
thereto to the applicable authorities in such country. Participant may also be required to repatriate sale proceeds or other funds received
as a result of his or her participation in the Plan to his or her country through a designated bank or broker within a certain time after
receipt. Participant acknowledges that it is his or her responsibility to be compliant with such regulations and he or she is encouraged
to consult with his or her personal legal advisor for any details.


 






    7


     


    

 


		4.6.	Appendix



 


Notwithstanding any provisions in this
Agreement, the Option shall be subject to the special terms and conditions for Participant’s country set forth in the Appendix
attached to this Agreement. Moreover, if Participant relocates to one of the countries included therein, the terms and conditions for
such country will apply to Participant to the extent the Company determines that the application of such terms and conditions is necessary
or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.


 


		4.7.	Notices



 


Any notice to be given under the terms
of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s
principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant
must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Option) at
Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to
this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given:
(i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with
postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.


 


		4.8.	Titles



 


Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this Agreement.


 


		4.9.	Conformity to Applicable Laws



 


Participant acknowledges that the Plan,
the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable
Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and this Option may be unilaterally cancelled by the Company
(with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable
discretion that such conformity is not possible or practicable.


 


		4.10.	Successors and Assigns



 


The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the
Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of
the heirs, legatees, legal representatives, successors and assigns of the parties hereto.


 


		4.11.	Limitations Applicable to Section 16 Persons



 


Notwithstanding any other provision
of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement
and the Option will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of
the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the
extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.


 






    8


     


    

 


		4.12.	Entire Agreement



 


The
Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede
in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, with
the exception of other equity awards previously granted to Participant and any written employment agreement, offer letter, severance agreement,
written severance plan or policy, or other written agreement between the Company and Participant in each case that specifies the terms
that should govern this Option.


 


		4.13.	Agreement Severable



 


In the event that any provision of the
Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the
provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.


 


		4.14.	Limitation on Participant’s Rights



 


Participation in the Plan confers no
rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as
to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any
assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits
payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor
with respect to the Option, as and when exercised pursuant to the terms hereof.


 


		4.15.	Counterparts



 


The Grant Notice may be executed in
one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original
and all of which together will constitute one instrument.


 


		4.16.	Choice of Law



 


The Agreement and any dispute or claim
arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed
by and construed in accordance with the law of England and Wales disregarding any jurisdiction’s choice-of-law principles requiring
the application of a jurisdiction’s laws other than that of England and Wales and the courts of England and Wales shall have exclusive
jurisdiction to hear any dispute.


 


		4.17.	Other Documents



 


Participant
hereby acknowledges receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated
under the Securities Act, which includes the prospectus document containing the Plan information specified in Section 10(a) of
the Securities Act. In addition, Participant acknowledges receipt of the Company’s Insider Trading and Window Period
Policy.


 


		4.18.	Corporate Events.



 


The Option is subject to the terms of
any agreement governing a Corporate Event involving the Company, including, without limitation, a provision for the appointment of a shareholder
representative that is authorized to act on Participant’s behalf with respect to any escrow, indemnities and any contingent consideration.


 






    9


     


    

 


APPENDIX TO OPTION AGREEMENT


 


This Appendix includes special terms and conditions
that govern the Option granted to Participant under the Plan if Participant resides and/or works in one of the countries listed below.


 


The information contained herein is general in
nature and may not apply to Participant’s particular situation, and Participant is advised to seek appropriate professional advice
as to how the relevant laws in Participant’s country may apply to his or her situation. If Participant is a citizen or resident
of a country other than the one in which he or she is currently working and/or residing, transfers employment and/or residency to another
country after the Grant Date, is a Consultant, changes employment status to a consultant position, or is considered a resident of another
country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained
herein shall be applicable to Participant. References to an employer (if any) shall include any entity that engages Participant’s
services.





 






    10


     


    

 






APPENDIX 6

RESTRICTED SHARE UNIT GRANT NOTICE (US / UK)


 


EXSCIENTIA
PLC

2021 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]17


 


Capitalized terms not specifically defined in
this Restricted Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Equity
Incentive Plan [: Non-Employee Sub-Plan]18 (as amended from time to time, the “Plan”) of Exscientia
Plc (the “Company”).


 


The Company has granted to the participant listed
below (“Participant”) the Restricted Share Units (the “RSUs”) described in this Grant Notice
(the “Award”), subject to the terms and conditions of the Plan and the Restricted Share Unit Agreement attached
as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.


 


	Participant:
     	 
	 	 
	Grant Date:  	 
	 	 
	Number of RSUs:
     	 
	 	 
	Vesting Commencement
    Date:  	 
	 	 
	Vesting Schedule19:
     	1/4 of the RSUs shall vest on the first anniversary
    of the Vesting Commencement Date, and 1/12th of the remaining RSUs shall vest on each Quarter Date thereafter, subject
    to Participant remaining continuously a Service Provider as of each such date.]
	 	 
	Vesting Commencement
    Date:  	 
	 	 
	Vesting Schedule20:
     	[TBD] .  



 


By Participant’s signature below, Participant
agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to
the Participant and the Option from time to time (the “Policies”) [including but not limited to the [Company’s
claw-back policy / share retention policy / remuneration policy]]21. Participant has reviewed the Plan, this Grant Notice,
the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant
Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the
Plan, this Grant Notice or the Agreement.


 





 






17
Note to draft: For Consultants and Directors who are not Employees


18
For Consultants and Directors who are not Employees


19
Note to draft: Selection of applicable vesting schedule, or determination that a different vesting schedule shall apply,
subject to discretion of Administrator.


20
Selection of applicable vesting schedule, or determination that a different vesting schedule shall apply, subject to discretion of Administrator.


21
Note to draft: Delete as applicable



 






    11


     


    

 


By accepting this Award, Participant consents
to receive this Grant Notice, the Agreement, the Plan, the Policies and any other Plan-related documents by electronic delivery and to
participate in the Plan through an on-line or electronic system established and maintained by the Company or another third
party designated by the Company. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature
complying with the US federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other Applicable Law) or other transmission method
and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 



	EXSCIENTIA
    PLC	 	PARTICIPANT
	By:	 	 	 
	 	 	 	 
	 	Name:	 	[Participant
    Name]
	 	 	 	 
	 	Title:	 	 



 






    12


     


    

 


Exhibit A


 


RESTRICTED SHARE UNIT AGREEMENT


 


Capitalized terms not specifically defined in this Agreement have
the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.


 


		1.	GENERAL



 


		1.1	Award of RSUs.



 


The Company has granted the RSUs to
Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents
the right to receive one Share [or, at the option of the Company, an amount of cash, in either case,] as set forth in
this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the
RSUs have vested.


 


		1.2	Incorporation
                                            of Terms of Plan.



 


The RSUs are subject to the terms and
conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between
the Plan and this Agreement, the terms of the Plan will control.


 


		1.3	Unsecured
                                            Promise.



 


The RSUs will at all times prior to
settlement represent an unsecured Company obligation payable only from the Company’s general assets.


 


		2.	VESTING;
                                            FORFEITURE AND SETTLEMENT



 


		2.1	Vesting;
                                            Forfeiture.



 


The RSUs will vest according to the
vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest
only when a whole RSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested RSUs will
immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding
written agreement between Participant and the Company.


 


		2.2	Settlement.



 


		(a)	RSUs will be paid in Shares or cash at
                                            the Company’s option as soon as administratively practicable after the vesting of the
                                            applicable RSU, but in no event more than sixty (60) days after the RSU’s vesting date
                                            (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing,
                                            to the extent permitted under Applicable Laws, the Company may delay any payment under this
                                            Agreement that the Company reasonably determines would violate Applicable Laws until the
                                            earliest date the Company reasonably determines the making of the payment will not cause
                                            such a violation.



 






    13


     


    

 


		(b)	If an RSU is paid in cash, the amount
                                            of cash paid with respect to the RSU will equal the Fair Market Value of a Share on the day
                                            on which the applicable RSU vests.



 


		(c)	If an RSU is paid in Shares, Participant
                                            may be required to pay the nominal value thereof in the same manner as provided for Withholding
                                            Taxes below.



 


		(d)	If the date Shares would otherwise be
                                            distributed pursuant to Section 2.2(a) (the “Original Issuance
                                            Date”) falls on a date that is not a business day, delivery of Shares will
                                            instead occur on the next following business day. In addition, if:



 


		(i)	the Original Issuance Date does not occur
                                            (1) during an “open window period” applicable to Participant, as determined
                                            by the Company in accordance with the Company’s then-effective policy on trading in
                                            Company securities, or (2) on a date when Participant is otherwise permitted to sell
                                            Shares on an established stock exchange or stock market (including but not limited to under
                                            a previously established written trading plan that meets the requirements of Rule 10b5-1
                                            under the Exchange Act and was entered into in compliance with the Company’s policies
                                            (a “10b5-1 Arrangement”)), and



 


		(ii)	either (1) Withholding Taxes do not
                                            apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not
                                            to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the
                                            Original Issuance Date, to Participant under the Award, and (B) not to permit Participant
                                            to enter into a “same day sale” commitment with a broker-dealer (including but
                                            not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant
                                            to pay the Withholding Taxes in cash,



 


then
the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original
Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in
the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event
later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s
taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States
Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable
year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within
the meaning of Treasury Regulations Section 1.409A-1(d).


 






    14


     


    

 


		3.	TAXATION
AND TAX WITHHOLDING



 


		3.1	Representation.



 


Participant represents to the Company
that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and
the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements
or representations of the Company or any of its agents.


 


		3.2	Tax Withholding.



 


		(a)	On
                                            each vesting date, and on or before the time Participant receives a distribution of the shares
                                            underlying the RSUs, and at any other time as reasonably requested by the Company in accordance
                                            with applicable tax laws, Participant hereby authorizes any required withholding from the
                                            shares issuable to Participant and/or otherwise agree to make adequate provision in cash
                                            for any sums required to satisfy the federal, state, local and foreign tax and/or social
                                            security withholding obligations of the Company or any parent or Subsidiary that arise in
                                            connection with Participant’s RSUs (the “Withholding Taxes”).
                                            Participant hereby authorizes the Company and/or the relevant parent or Subsidiary, or their
                                            respective agents, at their discretion, to satisfy the obligations with regard to all Withholding
                                            Taxes by one or a combination of the following: (i) withholding from any compensation
                                            otherwise payable to Participant by the Company or any parent or Subsidiary; (ii) causing
                                            Participant to tender a cash payment (which may be in the form of a check, electronic wire
                                            transfer or other method permitted by the Company); (iii) withholding shares from the
                                            shares issued or otherwise issuable to Participant in connection with Participant’s
                                            RSUs with a fair market value (measured as of the date shares are issued to Participant)
                                            equal to the amount of such Withholding Taxes; provided, however, that the number of such
                                            shares so withheld will not exceed the amount necessary to satisfy the required tax and/or
                                            social security withholding obligations using the maximum statutory withholding rates for
                                            federal, state, local and, if applicable, foreign tax purposes, including payroll taxes,
                                            that are applicable to supplemental taxable income; and, provided, further, that to the extent
                                            necessary to qualify for an exemption from application of Section 16(b) of the
                                            Exchange Act, if applicable, such share withholding procedure will be subject to the prior
                                            approval of the Company’s Remuneration Committee; or (iv) by requiring Participant
                                            to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory
                                            to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).



 






    15


     


    

 


		(b)	Participant acknowledges that Participant
                                            is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless
                                            of any action the Company or any Subsidiary takes with respect to any tax and/or social security
                                            withholding obligations that arise in connection with the RSUs. Neither the Company nor any
                                            Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or
                                            social security withholding in connection with the awarding, vesting or payment of the RSUs
                                            or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are
                                            under no obligation to structure the RSUs to reduce or eliminate Participant’s tax
                                            and/or social security liability.



 


		4.	OTHER
                                            PROVISIONS



 


		4.1	No Advice Regarding Grant; No Liability for
                                            Taxes



 


The Company is not providing any tax,
legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or
his or her acquisition or sale of the underlying Shares. Participant should consult with his or her own personal tax, legal and financial
advisors regarding his or her participation in the Plan before taking any action related to the Plan.


 


As
a condition to accepting the Award, Participant hereby (a) agrees to not make any claim against the Company, Group, or any
of its officers, Directors, Employees related to tax or social security liabilities arising from the Award or other Company or Group
compensation and (b) acknowledges that Participant was advised to consult with Participant’s own personal tax, legal and financial
advisors regarding the tax and social security consequences of the Award and has either done so or knowingly and voluntarily declined
to do so.


 


		4.2	Adjustments.



 


Participant acknowledges that the RSUs
and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement
and the Plan.


 


		4.3	Notices.



 


Any notice to be given under the terms
of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s
principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant
must be in writing and addressed to Participant at Participant’s last known mailing address or email address. By a notice given
pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed
duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and
deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.


 


		4.4	Titles.



 


Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this Agreement.


 






    16


     


    

 


		4.5	Conformity
                                            to Securities Laws.



 


Participant acknowledges that the Plan,
the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable
Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the RSUs may be unilaterally cancelled by the Company
(with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable
discretion that such conformity is not possible or practicable.


 


		4.6	Successors
                                            and Assigns.



 


The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the
Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit
of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.


 


		4.7	Limitations
                                            Applicable to Section 16 Persons.



 


Notwithstanding any other provision
of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement,
and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the
Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent
Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.


 


		4.8	Entire
                                            Agreement.



 


The
Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede
in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, with
the exception of other equity awards previously granted to the Participant and any written employment agreement, offer letter, severance
agreement, written severance plan or policy, or other written agreement between the Company and the Participant in each case that specifies
the terms that should govern this Award.


 


		4.9	Agreement
                                            Severable.



 


In the event that any provision of
the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity
of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.


 






    17


     


    

 


		4.10	Limitation
                                            on Participant’s Rights.



 


Participation in the Plan confers no
rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as
to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any
assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits
payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured
creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.


 


		4.11	Not
                                            a Contract of Employment.



 


By accepting the Award, Participant
acknowledges, understands and agrees that:


 


		(a)	the Award is not an employment or service
                                            contract, and nothing in the Award will be deemed to create in any way whatsoever any obligation
                                            on Participant’s part to continue in the employ of the Company or any Group Company,
                                            or of the Company or any Group Company to continue Participant’s employment. In addition,
                                            nothing in Participant’s Award will obligate the Company or any Group Company, their
                                            respective shareholders, boards of directors, officers or employees to continue any relationship
                                            that Participant might have as a Director or Consultant for the Company or any Group Company;



 


		(b)	the Plan is established voluntarily by
                                            the Company, it is discretionary in nature, and may be amended, suspended or terminated by
                                            the Company at any time, to the extent permitted under the Plan;



 


		(c)	the grant of the Award is voluntary and
                                            occasional and does not create any contractual or other right to receive future grants of
                                            options (whether on the same or different terms), or benefits in lieu of options, even if
                                            options have been granted in the past;



 


		(d)	Participant’s Award and any Shares
                                            acquired under the Plan in respect of Participant’s Award, and the income and value
                                            of same, are not part of normal or expected compensation for any purpose, including, without
                                            limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service
                                            payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits
                                            or similar payments;



 


		(e)	the future value of the Shares underlying
                                            the Award is unknown, indeterminable, and cannot be predicted with certainty;



 


		(f)	neither the Company nor any Group Company
                                            shall be liable for any foreign exchange rate fluctuation between Participant’s local
                                            currency and the United States Dollar (or such other currency in which the nominal value
                                            of a Share may be denominated) that may affect the value of Participant’s Award or
                                            of any amounts due to Participant pursuant to the Award or the subsequent sale of any Shares
                                            received;



 


		(g)	for the purposes of the Award, Participant’s
                                            status as a Service Provider will be considered terminated as of the date Participant is
                                            no longer actively providing services to the Company or one of its Group Companies (regardless
                                            of the reason for such termination and whether or not later found to be invalid or in breach
                                            of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s
                                            employment agreement, if any), and unless otherwise expressly provided in this Agreement
                                            or determined by the Company, Participant’s right to vest in the Award under the Plan,
                                            if any, will terminate as of such date and in each instance will not be extended by any notice
                                            period or any period of “garden leave” or similar period mandated under employment
                                            laws in the jurisdiction where Participant is employed or the terms of Participant’s
                                            employment agreement, if any; and the Board shall have the exclusive discretion to determine
                                            when Participant is no longer actively providing services for purposes of the Award (including
                                            whether Participant may still be considered to be providing services while on a leave of
                                            absence); and



 






    18


     


    

 


		(h)	no claim or entitlement to compensation
                                            or damages shall arise from forfeiture of this Award resulting from the termination of Participant’s
                                            status as a Service Provider (for any reason whatsoever, whether or not later found to be
                                            invalid or in breach of employment laws in the jurisdiction where Participant is employed
                                            or the terms of his or her employment or service agreement, if any), and in consideration
                                            of the grant of this Award to which Participant is otherwise not entitled, Participant irrevocably
                                            agrees never to institute any claim against the Company or any Group Company, waives his
                                            or her ability, if any, to bring any such claim, and release the Company and any Group Company
                                            from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court
                                            of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed
                                            irrevocably to have agreed not to pursue such claim and agree to execute any and all documents
                                            necessary to request dismissal or withdrawal of such claim.



 


		4.12	Lock-up.



 


By
accepting the Award, Participant agrees that Participant will not sell, dispose of, transfer, make any short sale of, grant any
option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to
any Shares or other securities of the Company held by Participant, for a period of one hundred eighty (180) days following the effective
date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company
will request to facilitate compliance with FINRA Rule 2241 or any successor or similar rules or regulation (the “Lock-Up
Period”); provided, however, that nothing contained in this section will prevent the exercise of a repurchase option,
if any, in favor of the Company during the Lock-Up Period. Participant further agrees to execute and deliver such other agreements as
may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further
effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to Participant’s
Shares (or other securities of the Company) until the end of such period. Participant also agrees that any transferee of any Shares (or
other securities of the Company) held by Participant will be bound by this Section. The underwriters of the Company’s Shares are
intended third party beneficiaries of this Section and will have the right, power and authority to enforce the provisions hereof
as though they were a party hereto.


 


		4.13	Counterparts.



 


The
Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable
Laws, each of which will be deemed an original and all of which together will constitute one instrument.


 


		4.14	Choice of Law



 


The Agreement and any dispute or claim
arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed
by and construed in accordance with the law of England and Wales disregarding any jurisdiction’s choice-of-law principles requiring
the application of a jurisdiction’s laws other than that of England and Wales and the courts of England and Wales shall have exclusive
jurisdiction to hear any dispute.


 






    19


     


    

 


		4.15	Other Documents



 


Participant
hereby acknowledges receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated
under the Securities Act, which includes the prospectus document containing the Plan information specified in Section 10(a) of
the Securities Act. In addition, Participant acknowledges receipt of the Company’s Insider Trading and Window Period
Policy.


 


		4.16	Corporate Events.



 


The Award is subject to the terms of
any agreement governing a Corporate Event involving the Company, including, without limitation, a provision for the appointment of a
shareholder representative that is authorized to act on Participant’s behalf with respect to any escrow, indemnities and any contingent
consideration.


 






    20


     


    

 


APPENDIX 7

RESTRICTED SHARE UNIT GRANT NOTICE (INTERNATIONAL)


 


EXSCIENTIA
PLC

2021 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]24


 


Capitalized terms not specifically defined in
this Restricted Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Equity
Incentive Plan [: Non-Employee Sub-Plan]25 (as amended from time to time, the “Plan”) of Exscientia
Plc (the “Company”).


 


The Company has granted to the participant listed
below (“Participant”) the Restricted Share Units (the “RSUs”) described in this Grant Notice
(the “Award”), subject to the terms and conditions of the Plan and the Restricted Share Unit Agreement attached
as Exhibit A including any special terms and conditions for the Participant’s country set forth in the attached appendix (the
 “Appendix” and together, the “Agreement”)), both of which are incorporated into this
Grant Notice by reference.


 


	Participant:	 
	 	 
	Grant Date:	 
	 	 
	Number of RSUs:	 
	 	 
	Vesting Commencement Date:	 
	 	 
	Vesting Schedule26:	1/4 of the RSUs shall vest
    on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining RSUs shall vest on each Quarter
    Date thereafter, subject to Participant remaining continuously a Service Provider as of each such date.]
	 	 
	Vesting Commencement Date:	 
	 	 
	Vesting Schedule27:	[TBD] .



 


By Participant’s signature below, Participant
agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to
the Participant and the Option from time to time (the “Policies”) [including but not limited to the [Company’s
claw-back policy / share retention policy / remuneration policy]]28. Participant has reviewed the Plan, this Grant Notice,
the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant
Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the
Plan, this Grant Notice or the Agreement.


 





 






24
Note to draft: For Consultants and Directors who are not Employees


25
For Consultants and Directors who are not Employees


26
Note to draft: Selection of applicable vesting schedule, or determination that a different vesting schedule shall apply,
subject to discretion of Administrator.


27
Selection of applicable vesting schedule, or determination that a different vesting schedule shall apply, subject to discretion of Administrator.


28
Note to draft: Delete as applicable



 






    21


     


    

 


By accepting this Award, Participant consents
to receive this Grant Notice, the Agreement, the Plan, the Policies and any other Plan-related documents by electronic delivery and to
participate in the Plan through an on-line or electronic system established and maintained by the Company or another third
party designated by the Company. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature
complying with the US federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other Applicable Law) or other transmission method
and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 





	EXSCIENTIA
    PLC	 	PARTICIPANT
	By:	 	 	 
	 	 	 	 
	 	Name:	 	[Participant
    Name]
	 	 	 	 
	 	Title:	 	 


 






    22


     


    

 



 


Exhibit A


 


RESTRICTED SHARE UNIT AGREEMENT


 


Capitalized terms not specifically defined in
this Agreement (the definition of which includes any special terms and conditions for the Participant’s country set forth in the
Appendix) have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.


 


		1.	GENERAL



 


		1.1	Award of RSUs.



 


The Company has granted the RSUs to
Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents
the right to receive one Share or, at the option of the Company (subject to the provisions of the Appendix), an amount of cash, in either
case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the
time (if ever) the RSUs have vested.


 


		1.2	Incorporation
                                            of Terms of Plan.



 


The RSUs are subject to the terms and
conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between
the Plan and this Agreement, the terms of the Plan will control.


 


		1.3	Unsecured
                                            Promise.



 


The RSUs will at all times prior to
settlement represent an unsecured Company obligation payable only from the Company’s general assets.


 


		2.	VESTING;
                                            FORFEITURE AND SETTLEMENT



 


		2.1	Vesting;
                                            Forfeiture.



 


The RSUs will vest according to the
vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest
only when a whole RSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested RSUs will
immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding
written agreement between Participant and the Company.


 


		2.2	Settlement.



 


		(a)	RSUs will be paid in Shares or cash at
                                            the Company’s option as soon as administratively practicable after the vesting of the
                                            applicable RSU, but in no event more than sixty (60) days after the RSU’s vesting date
                                            (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing,
                                            to the extent permitted under Applicable Laws, the Company may delay any payment under this
                                            Agreement that the Company reasonably determines would violate Applicable Laws until the
                                            earliest date the Company reasonably determines the making of the payment will not cause
                                            such a violation.



 






    23


     


    

 


		(b)	If an RSU is paid in cash, the amount
                                            of cash paid with respect to the RSU will equal the Fair Market Value of a Share on the day
                                            on which the applicable RSU vests.



 


		(c)	If an RSU is paid in Shares, Participant
                                            may be required to pay the nominal value thereof in the same manner as provided for Withholding
                                            Taxes below.



 


		(d)	If the date Shares would otherwise be
                                            distributed pursuant to Section 2.2(a) (the “Original Issuance
                                            Date”) falls on a date that is not a business day, delivery of Shares will
                                            instead occur on the next following business day. In addition, if:



 


		(i)	the Original Issuance Date does not occur
                                            (1) during an “open window period” applicable to Participant, as determined
                                            by the Company in accordance with the Company’s then-effective policy on trading in
                                            Company securities, or (2) on a date when Participant is otherwise permitted to sell
                                            Shares on an established stock exchange or stock market (including but not limited to under
                                            a previously established written trading plan that meets the requirements of Rule 10b5-1
                                            under the Exchange Act and was entered into in compliance with the Company’s policies
                                            (a “10b5-1 Arrangement”)), and



 


		(ii)	either (1) Withholding Taxes do not
                                            apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not
                                            to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the
                                            Original Issuance Date, to Participant under the Award, and (B) not to permit Participant
                                            to enter into a “same day sale” commitment with a broker-dealer (including but
                                            not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant
                                            to pay the Withholding Taxes in cash,



 


then
the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original
Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in
the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event
later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s
taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States
Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable
year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within
the meaning of Treasury Regulations Section 1.409A-1(d).


 






    24


     


    

 


		3.	TAXATION
AND TAX WITHHOLDING



 


		3.1	Representation.



 


Participant represents to the Company
that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and
the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements
or representations of the Company or any of its agents.


 


		3.2	Tax Withholding.



 


		(a)	On
                                            each vesting date, and on or before the time Participant receives a distribution of the shares
                                            underlying the RSUs, and at any other time as reasonably requested by the Company in accordance
                                            with applicable tax laws, Participant hereby authorizes any required withholding from the
                                            shares issuable to Participant and/or otherwise agree to make adequate provision in cash
                                            for any sums required to satisfy the federal, state, local and foreign tax and/or social
                                            security withholding obligations of the Company or any parent or Subsidiary that arise in
                                            connection with Participant’s RSUs (the “Withholding Taxes”).
                                            Participant hereby authorizes the Company and/or the relevant parent or Subsidiary, or their
                                            respective agents, at their discretion, to satisfy the obligations with regard to all Withholding
                                            Taxes by one or a combination of the following: (i) withholding from any compensation
                                            otherwise payable to Participant by the Company or any parent or Subsidiary; (ii) causing
                                            Participant to tender a cash payment (which may be in the form of a check, electronic wire
                                            transfer or other method permitted by the Company); (iii) withholding shares from the
                                            shares issued or otherwise issuable to Participant in connection with Participant’s
                                            RSUs with a fair market value (measured as of the date shares are issued to Participant)
                                            equal to the amount of such Withholding Taxes; provided, however, that the number of such
                                            shares so withheld will not exceed the amount necessary to satisfy the required tax and/or
                                            social security withholding obligations using the maximum statutory withholding rates for
                                            federal, state, local and, if applicable, foreign tax purposes, including payroll taxes,
                                            that are applicable to supplemental taxable income; and, provided, further, that to the extent
                                            necessary to qualify for an exemption from application of Section 16(b) of the
                                            Exchange Act, if applicable, such share withholding procedure will be subject to the prior
                                            approval of the Company’s Remuneration Committee; or (iv) by requiring Participant
                                            to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory
                                            to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).



 


		(b)	Participant acknowledges that Participant
                                            is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless
                                            of any action the Company or any Subsidiary takes with respect to any tax and/or social security
                                            withholding obligations that arise in connection with the RSUs. Neither the Company nor any
                                            Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or
                                            social security withholding in connection with the awarding, vesting or payment of the RSUs
                                            or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are
                                            under no obligation to structure the RSUs to reduce or eliminate Participant’s tax
                                            and/or social security liability.



 






    25


     


    

 


		4.	OTHER
                                            PROVISIONS



 


		4.1	No Advice Regarding Grant; No Liability for
                                            Taxes



 


The Company is not providing any tax,
legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or
his or her acquisition or sale of the underlying Shares. Participant should consult with his or her own personal tax, legal and financial
advisors regarding his or her participation in the Plan before taking any action related to the Plan.


 


As
a condition to accepting the Award, Participant hereby (a) agrees to not make any claim against the Company, Group, or any
of its officers, Directors, Employees related to tax or social security liabilities arising from the Award or other Company or Group
compensation and (b) acknowledges that Participant was advised to consult with Participant’s own personal tax, legal and financial
advisors regarding the tax and social security consequences of the Award and has either done so or knowingly and voluntarily declined
to do so.


 


		4.2	Adjustments.



 


Participant acknowledges that the RSUs
and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement
and the Plan.


 


		4.3	Language



 


The
Participant acknowledges that he or she is sufficiently proficient in the English language, or has consulted with an advisor who is sufficiently
proficient in English, so as to allow him or her to understand the terms and conditions of this Agreement. If the Participant
has received this Agreement, or any other document related to the Award and/or the Plan translated into a language other than English
and if the meaning of the translated version is different than the English version, the English version will control.


 


		4.4	Foreign Assets/Account, Exchange Control and
                                            Tax Reporting



 


The
Participant may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the acquisition,
holding and/or transfer of Shares or cash (including dividends and the proceeds arising from the sale of Shares) derived from the
Participant’s participation in the Plan in, to and/or from a brokerage/bank account or legal entity located outside the Participant’s
country. The applicable laws in the Participant’s country may require that he or she report such accounts, assets and balances
therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. the Participant may
also be required to repatriate sale proceeds or other funds received as a result of his or her participation in the Plan to his or her
country through a designated bank or broker within a certain time after receipt. Participant acknowledges that it is his or her responsibility
to be compliant with such regulations and he or she is encouraged to consult with his or her personal legal advisor for any details.


 






    26


     


    

 


		4.5	Appendix



 


Notwithstanding
any provisions in this Agreement, the Award shall be subject to the special terms and conditions for the Participant’s country
set forth in the Appendix attached to this Agreement. Moreover, if the Participant relocates to one of the countries included therein,
the terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of
such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.


 


		4.6	Notices.



 


Any notice to be given under the terms
of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s
principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant
must be in writing and addressed to Participant at Participant’s last known mailing address or email address. By a notice given
pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed
duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and
deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.


 


		4.7	Titles.



 


Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this Agreement.


 


		4.8	Conformity
                                            to Securities Laws.



 


Participant acknowledges that the Plan,
the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable
Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the RSUs may be unilaterally cancelled by the Company
(with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable
discretion that such conformity is not possible or practicable.


 


		4.9	Successors
                                            and Assigns.



 


The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the
Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit
of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.


 


		4.10	Limitations
                                            Applicable to Section 16 Persons.



 


Notwithstanding any other provision
of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement,
and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the
Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent
Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.


 






    27


     


    

 


		4.11	Entire
                                            Agreement.



 


The
Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede
in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, with
the exception of other equity awards previously granted to the Participant and any written employment agreement, offer letter, severance
agreement, written severance plan or policy, or other written agreement between the Company and the Participant in each case that specifies
the terms that should govern this Award.


 


		4.12	Agreement
                                            Severable.



 


In the event that any provision of
the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity
of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.


 


		4.13	Limitation
                                            on Participant’s Rights.



 


Participation in the Plan confers no
rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as
to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any
assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits
payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured
creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.


 


		4.14	Not
                                            a Contract of Employment.



 


By accepting the Award, Participant
acknowledges, understands and agrees that:


 


		(a)	the Award is not an employment or service
                                            contract, and nothing in the Award will be deemed to create in any way whatsoever any obligation
                                            on Participant’s part to continue in the employ of the Company or any Group Company,
                                            or of the Company or any Group Company to continue Participant’s employment. In addition,
                                            nothing in Participant’s Award will obligate the Company or any Group Company, their
                                            respective shareholders, boards of directors, officers or employees to continue any relationship
                                            that Participant might have as a Director or Consultant for the Company or any Group Company;



 






    28


     


    

 


		(b)	the Plan is established voluntarily by
                                            the Company, it is discretionary in nature, and may be amended, suspended or terminated by
                                            the Company at any time, to the extent permitted under the Plan;



 


		(c)	the grant of the Award is voluntary and
                                            occasional and does not create any contractual or other right to receive future grants of
                                            options (whether on the same or different terms), or benefits in lieu of options, even if
                                            options have been granted in the past;



 


		(d)	Participant’s Award and any Shares
                                            acquired under the Plan in respect of Participant’s Award, and the income and value
                                            of same, are not part of normal or expected compensation for any purpose, including, without
                                            limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service
                                            payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits
                                            or similar payments;



 


		(e)	the future value of the Shares underlying
                                            the Award is unknown, indeterminable, and cannot be predicted with certainty;



 


		(f)	neither the Company nor any Group Company
                                            shall be liable for any foreign exchange rate fluctuation between Participant’s local
                                            currency and the United States Dollar (or such other currency in which the nominal value
                                            of a Share may be denominated) that may affect the value of Participant’s Award or
                                            of any amounts due to Participant pursuant to the Award or the subsequent sale of any Shares
                                            received;



 


		(g)	for the purposes of the Award, Participant’s
                                            status as a Service Provider will be considered terminated as of the date Participant is
                                            no longer actively providing services to the Company or one of its Group Companies (regardless
                                            of the reason for such termination and whether or not later found to be invalid or in breach
                                            of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s
                                            employment agreement, if any), and unless otherwise expressly provided in this Agreement
                                            or determined by the Company, Participant’s right to vest in the Award under the Plan,
                                            if any, will terminate as of such date and in each instance will not be extended by any notice
                                            period or any period of “garden leave” or similar period mandated under employment
                                            laws in the jurisdiction where Participant is employed or the terms of Participant’s
                                            employment agreement, if any; and the Board shall have the exclusive discretion to determine
                                            when Participant is no longer actively providing services for purposes of the Award (including
                                            whether Participant may still be considered to be providing services while on a leave of
                                            absence); and



 


		(h)	no claim or entitlement to compensation
                                            or damages shall arise from forfeiture of this Award resulting from the termination of Participant’s
                                            status as a Service Provider (for any reason whatsoever, whether or not later found to be
                                            invalid or in breach of employment laws in the jurisdiction where Participant is employed
                                            or the terms of his or her employment or service agreement, if any), and in consideration
                                            of the grant of this Award to which Participant is otherwise not entitled, Participant irrevocably
                                            agrees never to institute any claim against the Company or any Group Company, waives his
                                            or her ability, if any, to bring any such claim, and release the Company and any Group Company
                                            from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court
                                            of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed
                                            irrevocably to have agreed not to pursue such claim and agree to execute any and all documents
                                            necessary to request dismissal or withdrawal of such claim.



 






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		4.15	Lock-up.



 


By
accepting the Award, Participant agrees that Participant will not sell, dispose of, transfer, make any short sale of, grant any
option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to
any Shares or other securities of the Company held by Participant, for a period of one hundred eighty (180) days following the effective
date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company
will request to facilitate compliance with FINRA Rule 2241 or any successor or similar rules or regulation (the “Lock-Up
Period”); provided, however, that nothing contained in this section will prevent the exercise of a repurchase option,
if any, in favor of the Company during the Lock-Up Period. Participant further agrees to execute and deliver such other agreements as
may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further
effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to Participant’s
Shares (or other securities of the Company) until the end of such period. Participant also agrees that any transferee of any Shares (or
other securities of the Company) held by Participant will be bound by this Section. The underwriters of the Company’s Shares are
intended third party beneficiaries of this Section and will have the right, power and authority to enforce the provisions hereof
as though they were a party hereto.


 


		4.16	Counterparts.



 


The
Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable
Laws, each of which will be deemed an original and all of which together will constitute one instrument.


 


		4.17	Choice of Law



 


The Agreement and any dispute or claim
arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed
by and construed in accordance with the law of England and Wales disregarding any jurisdiction’s choice-of-law principles requiring
the application of a jurisdiction’s laws other than that of England and Wales and the courts of England and Wales shall have exclusive
jurisdiction to hear any dispute.


 


		4.18	Other Documents



 


Participant
hereby acknowledges receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated
under the Securities Act, which includes the prospectus document containing the Plan information specified in Section 10(a) of
the Securities Act. In addition, Participant acknowledges receipt of the Company’s Insider Trading and Window Period
Policy.


 


		4.19	Corporate Events.



 


The Award is subject to the terms of
any agreement governing a Corporate Event involving the Company, including, without limitation, a provision for the appointment of a
shareholder representative that is authorized to act on Participant’s behalf with respect to any escrow, indemnities and any contingent
consideration.


 






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APPENDIX
TO RESTRICTED SHARE UNIT AGREEMENT


 


This Appendix includes special terms and conditions
that govern the Award granted to the Participant under the Plan if the Participant resides and/or works in one of the countries listed
below.


 


The information contained herein is general in
nature and may not apply to the Participant’s particular situation, and the Participant is advised to seek appropriate professional
advice as to how the relevant laws in the Participant’s country may apply to his or her situation. If the Participant is a citizen
or resident of a country other than the one in which he or she is currently working and/or residing, transfers employment and/or residency
to another country after the Grant Date, is a Consultant, changes employment status to a consultant position, or is considered a resident
of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and
conditions contained herein shall be applicable to the Participant. References to an employer (if any) shall include any entity that
engages the Participant’s services. References to “you” are to the Participant.


 


Austria30


 


Exchange
Control Information. If you hold Shares acquired under the Plan outside of Austria, you must submit a report to the Austrian
National Bank as follows: (i) on a quarterly basis if the value of the shares of Common Stock as of any given quarter meets or exceeds
 €30,000,000; the deadline for filing the quarterly report is the 15th day of the month following the end of the respective quarter
and (ii) on an annual basis if the value of the Shares as of December 31 meets or exceeds €5,000,000; the deadline for
filing the quarterly report is the 15th day of the month following quarter-end and for filing the annual report is January 31 of
the following year.


 


When you sell Shares acquired under the Plan
(or receive a cash dividend) you may be required to comply with certain exchange control obligations if the cash proceeds from the sale
are held outside of Austria. If the transaction volume of all cash accounts abroad exceeds €10,000,000, the movements and balances
of all accounts must be reported monthly, as of the last day of the month, on or before the fifteenth day of the following month.


 


Belgium


 


[Holding
Period. For a period of two years after the time that Shares have been delivered to you, you may not transfer, pledge, sell
or otherwise dispose of such Shares.]31


 


Foreign
Asset / Account Reporting. Belgian residents are required to report any security (e.g., shares of Common Stock acquired under
the Plan) or bank account established outside of Belgium on their annual tax return. In a separate report, Belgian residents are also
required to provide the National Bank of Belgium with certain details regarding such foreign accounts (including the account number,
bank name and country in which any such account was opened). The forms to complete this report are available on the website of the National
Bank of Belgium. Belgian residents should consult with their personal tax advisors to determine their personal reporting obligations.


 


Stock
Exchange Tax. A stock exchange tax applies to transactions executed by a Belgian resident through a non-Belgian financial
intermediary, such as a U.S. broker. The stock exchange tax likely will apply when the Shares are sold. You should consult with your
personal tax advisor for additional details on your obligations with respect to the stock exchange tax.


 





 






30
Not to be granted without seeking further local counsel advice.


31
Note to draft: Optional clause to be deleted or retained for an award depending on desired tax treatment (a holding period
requirement results in more favourable tax treatment at the time of vesting / delivery of the shares). 


 






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Securities
Account Tax. A securities account tax applies if the average annual value of securities (including Shares acquired under the
Plan) held by you in a securities account exceeds certain thresholds, subject to certain conditions.


 


Japan


 


Foreign
Asset / Account Reporting. If you hold assets outside of Japan (e.g., Shares acquired under the Plan) with a value exceeding
JPY ¥50,000,000 (as of December 31 each year), you are required to comply with annual tax reporting obligations with respect
to such assets. Such a report will be due by March 15 each year. You should consult with your personal tax advisor to ensure that
you are properly complying with applicable reporting requirements in Japan.


 


Exchange
Control Information.  If you acquire Shares valued at more than JPY ¥100,000,000 in a single transaction, you must file
a Report Concerning Acquisition or Transfer of Securities with the Ministry of Finance through the Bank of Japan within 20 days of the
acquisition of the Shares.


 


Switzerland


 


Sole
Contact and Contractual Partner Information. You acknowledge that the Award, this Agreement, the Appendices and your participation
in the Plan do not create any claims against your employer, either directly or indirectly. Your sole contract and sole contractual partner
regarding the Plan and the Award is the Company and the Award does not form part of your contractual compensation.


 


Continuous
Service. Notwithstanding anything else in the Plan or the Agreement, a Termination of Service will be deemed to occur on the
date when a termination notice is issued, regardless of whether the cessation of the employment was lawful, and shall not include any
period notice of termination of employment or any period of salary continuance or deemed employment. As a result, if you receive notice
of Termination of Service, you will cease to be a Service Provider on the date you receive such notice.


 


Securities
Law Information. The Award is not intended to be publicly offered in or from Switzerland. Because it is considered a private
offering, it is not subject to securities registration in Switzerland. Neither this document nor any other materials relating to the
RSUs and/or the underlying Shares: (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial
Services (“FinSA”); (ii) may be publicly distributed or otherwise made publicly available in Switzerland
to any person other than a Participant; or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body
according to article 51 FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (“FINMA”).


 


Grant
of the Award. The Award is a voluntary gratuity (Gratifikation; gratification) within the meaning of Article 322d
Swiss Code of Obligations (CO) as determined at the Company's sole discretion which you have no entitlement to and which does not constitute
an entitlement for a grant of further Awards or other equities in the future.


 


Vesting.
You acknowledge and confirm that the Award is fully discretionary and that before the RSUs have vested you shall not have
any right in regard to such RSUs.


 


Disability.
For the avoidance of any doubt, “Disability” shall include, but not be limited to, any permanent
disability as per the social security laws of Switzerland.


 


Social
Security and Tax: You herewith directly authorize your employer to make all (if any) applicable social security, insurance
and tax deductions resulting from the grant and/or vesting of the RSU or the sale of Shares from any compensation owed to you by your
employer, subject to any statutory limitations. If your compensation shall not be sufficient to cover such social security, insurance
and tax liabilities, you will indemnify the employer upon first demand.


 






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Cause.
“Cause” shall include, but not be limited to, all reasons entitling to a summary dismissal pursuant
to article 337 of the Swiss Code of Obligations (CO) and all justified reasons pursuant to article 340c para. 2 CO, without limiting
the definition of Cause as outlined in the Plan. You expressly acknowledge that the definition of Cause as per the Plan shall include
any crime or felony under Swiss laws and any breaches against your duties and in respect of your employer, and not only in respect of
the Company.


 


Language
Acknowledgement. You confirm that you have read and understood the documents relating to the Plan, including the Agreement,
with all terms and conditions included therein, which were provided in the English language only. You confirm that you have sufficient
language capabilities to understand these terms and conditions in full.


 


Sie
bestätigen, dass Sie den Plan sowie die dazugehörigen Dokumente, inklusive der Vereinbarung, mit all den darin enthaltenen
Bedingungen und Voraussetzungen, welche in englischer Sprache verfasst sind, gelesen und verstanden haben. Sie bestätigen,
dass Ihre Sprachkenntnisse genügend sind, um die Bedingungen und Voraussetzungen zu verstehen.


 


Vous
confirmez que vous avez lu et compris les documents relatifs au plan, y compris la convention d'attribution, avec toutes
les conditions qui y sont incluses, qui ont été fournies en langue anglaise uniquement. Vous confirmez que vous avez des
capacités linguistiques suffisantes pour comprendre ces termes et conditions dans leur intégralité.


 


No
Right against Employer. You expressly acknowledge that you shall not have any right or claim under the RSUs, the Plan or the
Agreement against your employer. You expressly acknowledge and agree that you only have any right and claim against the Company as set
out under the Plan and the Agreement.


 


Governing
Law and Jurisdiction. You expressly acknowledge and agree to the Governing Law and Jurisdiction clause in the Plan and the
Choice of Law clause in the Agreement and accept that Swiss law does not apply and that Swiss courts do not have any jurisdiction in
regard to any claims under the Plan or the Agreement.


 






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