Exhibit 10.5


 


IMMUNEERING CORPORATION


 


Long Term Incentive Plan

  


1.                 
Purpose. The purpose of the Immuneering Corporation Long Term Incentive Plan (the or this “Plan”)
is to provide a means through which Immuneering Corporation, a Delaware corporation (the “Company”), and its
Subsidiaries may attract and retain able persons as employees, directors and consultants and to provide a means whereby those persons
upon whom the responsibilities of the successful administration and management of the Company, and its Subsidiaries, rest, and whose present
and potential contributions to the welfare of the Company, and its Subsidiaries, are of importance, can acquire and maintain stock ownership,
or awards the value of which is tied to the performance of the Company, thereby strengthening their concern for the welfare of the Company,
and its Subsidiaries, and their desire to remain employed. A further purpose of this Plan is to provide such employees, directors and
consultants with additional incentive and reward opportunities designed to enhance the profitable growth of the Company. Accordingly,
this Plan primarily provides for the granting of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, or any combination
of the foregoing, as is best suited to the circumstances of the particular individual as provided herein.


 


2.                 
Definitions. For purposes of this Plan, the following terms shall be defined as set forth below:


 


(a)              
 “Affiliate” means any corporation, partnership, limited liability company, limited liability partnership,
association, trust or other organization which, directly or indirectly, controls, is controlled by, or is under common control with, the
Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled
by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession,
directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors
of the controlled entity or organization, or (ii) to direct or cause the direction of the management and policies of the controlled entity
or organization, whether through the ownership of voting securities, by contract, or otherwise.


 


(b)              “Award” means any Option, Restricted Stock, or Substitute Award, together with any other right or interest
granted to a Participant under this Plan.


 


(c)              
“Award Agreement” means any written instrument that establishes the terms, conditions, restrictions and/or
limitations applicable to an Award in addition to those established by this Plan and by the Committee’s exercise of its administrative
powers. The form of Award Agreement adopted as of the Effective Date will be the only form of Award Agreement pursuant to which Awards
may be granted under the Plan and any amendment of the Award Agreement will be subject to Section 8 of the Plan.


 


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


 


(e)              
“Change of Control” means the occurrence of any of the following events:


 






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(i)                
 Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial
owner” (as defined in Rule 13d 3 of the Exchange Act), directly or indirectly, of securities of the Company representing 50% or
more of the total voting power represented by the Company’s then outstanding voting securities, except that the following shall
be deemed not to be a Change in Control: (A) any change in the beneficial ownership of the securities of the Company as a result of a
transaction or series of related transactions undertaken primarily for capital-raising purposes and that is approved by the Board; or
(B) a transaction the sole purpose of which is to (y) change the state of the Company’s incorporation, or (z) create a holding company
that shall be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such
transaction; or


 


(ii)             
The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or


 


(iii)           
The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that
would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity or its parent) at least 50% of the total voting power
represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or
consolidation.


 


Notwithstanding the foregoing,
for purposes of an Award that provides for a deferral of compensation under the Nonqualified Deferred Compensation Rules, to the extent
the impact of a Change of Control on such Award would subject a Participant to additional taxes under the Nonqualified Deferred Compensation
Rules, a Change of Control for purposes of such Award will mean both a Change of Control and a “change in the ownership of a corporation,”
 “change in the effective control of a corporation,” or a “change in the ownership of a substantial portion of a corporation’s
assets” within the meaning of the Nonqualified Deferred Compensation Rules as applied to the Company.


 


(f)               
 “Code” means the United States Internal Revenue Code of 1986, as amended from time to time, including
regulations thereunder and successor provisions and regulations thereto.


 


(g)              
“Committee” means a committee of one or more directors designated by the Board to administer this Plan.


 


(h)              “Detrimental
Activity” means, except as otherwise provided in an Award Agreement, any one or more of the following activities in
which the Committee determines in its sole and absolute discretion that an employee has engaged without the written consent of the
Company: (i) breach or violation of any employment-related agreement between the employee and the Company or any Subsidiary; (ii)
breach or violation of any other written agreement or release of claims between the employee and the Company or any Subsidiary;
(iii) violation of a written policy of the Company or any Subsidiary which violation is determined by the Committee in its sole
discretion to be detrimental to the Company or any Subsidiary; (iv) improper use or disclosure, either during or subsequent to
the employee’s employment with the Company or any Subsidiary, of any proprietary or confidential information of the Company or
any Subsidiary; (v) conviction of, or entering a guilty plea with respect to, any felony crime, whether or not connected with the
Company or any Subsidiary; (vi) entering into employment or a consulting relationship with a competitor of the Company or any
Subsidiary under circumstances suggesting that such employee will be using unique or special knowledge gained as an employee of the
Company or any Subsidiary to compete with the Company or any Subsidiary; (vii) solicitation or attempted solicitation of employees
from the Company or any Subsidiary; (viii) use of information obtained during the course of the employee’s employment with the
Company or any Subsidiary for the employee’s own purposes, such as for the solicitation of business; (ix) engaging in either
gross misconduct or criminal activity harmful to the Company or any Subsidiary; or (x) any other action that materially harms the
business interests, reputation, or goodwill of the Company or any Subsidiary of the Company.


 






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(i)                
“Effective Date” means February 24, 2020.


 


(j)                
“Eligible Person” means all officers and employees of the Company or of any of its Subsidiaries, and
other persons who provide services to the Company or any of its Subsidiaries, including directors of the Company. An employee on leave
of absence may be considered as still in the employ of the Company or its Subsidiaries for purposes of eligibility for participation in
this Plan.


 


(k)              
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules
thereunder and successor provisions and rules thereto.


 


(l)                
“Fair Market Value” means, as of any specified date, (i) if the Stock is listed on a national securities
exchange, the closing sales price of the Stock, as reported on the stock exchange composite tape on that date (or if no sales occur on
that date, on the last preceding date on which such sales of the Stock are so reported); (ii) if the Stock is not traded on a national
securities exchange but is traded over the counter at the time a determination of its fair market value is required to be made under the
Plan, the average between the reported high and low bid and asked prices of Stock on the most recent date on which Stock was publicly
traded; or (iii) in the event Stock is not publicly traded at the time a determination of its value is required to be made under the Plan,
the amount determined by the Committee in its discretion in such manner as it deems appropriate, taking into account all factors the Committee
deems appropriate including, without limitation, the Nonqualified Deferred Compensation Rules.


 


(m)            
“Incentive Stock Option” or “ISO” means any Option intended to be and designated
as an incentive stock option within the meaning of section 422 of the Code or any successor provision thereto.


 


(n)              
“Nonqualified Deferred Compensation Rules” means the limitations or requirements of section 409A of the
Code, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and
regulations thereto.


 


(o)              
“Nonstatutory Stock Option” means any Option that is not intended to be an “incentive stock option”
within the meaning of section 422 of the Code.


 






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(p)              
 “Option” means a right, granted to an Eligible Person under Section 6(b) hereof, to purchase Stock or
other Awards at a specified price during specified time periods.


 


(q)              
“Participant” means a person who has been granted an Award under this Plan that remains outstanding,
including a person who is no longer an Eligible Person.


 


(r)               
“Person” means any person or entity of any nature whatsoever, specifically including an individual, a
firm, a company, a corporation, a partnership, a limited liability company, a trust or other entity; a Person, together with that Person’s
Affiliates and Associates (as those terms are defined in Rule 12b-2 under the Exchange Act, provided that “registrant” as
used in Rule 12b-2 shall mean the Company), and any Persons acting as a partnership, limited partnership, joint venture, association,
syndicate or other group (whether or not formally organized), or otherwise acting jointly or in concert or in a coordinated or consciously
parallel manner (whether or not pursuant to any express agreement), for the purpose of acquiring, holding, voting or disposing of securities
of the Company with such Person, shall be deemed a single “Person.”


 


(s)               
“Qualifying Public Offering” means a firm commitment underwritten public offering of Stock for cash where
the shares of Stock registered under the Securities Act are listed on a national securities exchange.


 


(t)                
“Restricted Stock” means Stock granted to an Eligible Person under Section 6(c) hereof, that is subject
to certain restrictions and to a risk of forfeiture.


 


(u)              
 “Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder,
or any successor law, as it may be amended from time to time.


 


(v)              
“Stock” means the Company’s Common Stock, par value $0.001 per share, and such other securities
as may be substituted (or re-substituted) for Stock pursuant to Section 8.


 


(w)            
 “Subsidiary” means with respect to the Company, any corporation or other entity of which a majority
of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by the Company.


 


(x)              
“Substitute Award” means an Award granted under Section 6(d) hereof in substitution for a similar award
as a result of certain business transactions.


 


3.                 
 Administration.


 


(a)              Authority
of the Committee. The Plan shall be administered by the Committee except to the extent the Board elects to administer the Plan,
in which case references herein to the “Committee” shall be deemed to include references to the “Board.” The
Committee shall have the authority, in its sole and absolute discretion exercised consistent with the terms of the Plan, to: (i)
designate Eligible Persons as Participants; (ii) determine the type or types of Awards to be granted to an Eligible Person;
(iii) determine the number of shares of Stock or amount of cash to be covered by Awards; (iv) determine the terms and
conditions of any Award, consistent with the terms of the Plan, as well as the modification of such terms, which may include the
acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from
cash to Stock or vice versa), or modification of any other condition or limitation regarding an Award, based on such factors as the
Committee shall determine, in its sole discretion; (v) determine whether, to what extent, and under what circumstances Awards
may be vested, settled, exercised, canceled, or forfeited; (vi) interpret and administer the Plan and any instrument or agreement
relating to an Award made under the Plan; (vii) establish, amend, suspend, or waive rules and regulations used to administer the
Plan; and (viii) make any other determination and take any other action that the Committee deems necessary or desirable for the
administration of the Plan. Subject to the Nonqualified Deferred Compensation Rules, the Committee may correct any defect, supply
any omission, or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement in the manner and to the extent it
deems necessary or desirable to carry the Plan or any such Award or Award Agreement, or any term thereof, into effect, and the
Committee shall be the sole and final judge of that necessity or desirability. Notwithstanding the foregoing, the Committee shall
not have any discretion to (A) accelerate the payment of any Award that provides for a deferral of compensation under the
Nonqualified Deferred Compensation Rules if such acceleration would subject a Participant to additional taxes under the Nonqualified
Deferred Compensation Rules, or (B) take any action that would violate any applicable law. The express grant of any specific power
to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the
Committee. The determinations of the Committee on the matters referred to in this Section 3(a) shall be final and conclusive.


 






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(b)              
Manner of Exercise of Committee Authority. Any action of the Committee shall be final, conclusive and binding on all Persons,
including the Company, its Subsidiaries, stockholders, Participants, beneficiaries, and transferees under Section 7(a)(iii) and (iv) hereof
or other Persons claiming rights from or through a Participant. For the avoidance of doubt, the full Board may take any action relating
to an Award granted or to be granted to an Eligible Person.


 


(c)              
Delegation of Authority. The Committee may delegate any or all of its powers and duties under the Plan to any officer of
the Company that is also a member of the Board (in their capacity as a member of the Board), subject to such terms as the Committee shall
determine, to perform such functions, including administrative functions and the power to grant Awards under the Plan, as the Committee
may determine, to the extent that such delegation will not violate state or corporate law. Upon any such delegation, all references in
the Plan to the “Committee,” other than in Section 8, shall be deemed to include any officer of the Company to whom such powers
have been delegated by the Committee. Any such delegation shall not limit such officer’s right to receive Awards under the Plan;
provided, however, the officer may not grant Awards to himself or herself or take any action with respect to any Award previously
granted to himself or herself, a member of the Board, or an individual who is an executive officer of the Company or an Affiliate. The
Committee may also appoint agents to assist it in administering the Plan that are employees (whether or not officers) of the Company,
provided that such individuals may not be delegated the authority to grant or modify any Awards that will, or may, be settled in Stock.


 


(d)              Limitation
of Liability. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other
information furnished to him or her by any officer or employee of the Company or any of its Subsidiaries, the Company’s legal
counsel, independent auditors, consultants or any other agents assisting in the administration of this Plan. Members of the
Committee and any officer or employee of the Company or any of its Subsidiaries acting at the direction or on behalf of the
Committee shall not be personally liable for any action or determination taken or made in good faith with respect to this Plan, and
shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or
determination.


 






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(e)              
Participants in Non-U.S. Jurisdictions. Notwithstanding any provision of the Plan to the contrary, to comply with applicable
laws in countries other than the United States in which the Company or any of its Affiliates operates or has employees, directors or other
service providers from time to time, or to ensure that the Company complies with any applicable requirements of foreign securities exchanges,
the Committee, in its sole discretion, shall have the power and authority to: (i) determine which of its Affiliates shall be covered by
the Plan; (ii) determine which Eligible Persons outside the United States are eligible to participate in the Plan; (iii) modify the
terms and conditions of any Award granted to Eligible Persons outside the United States to comply with applicable foreign laws or listing
requirements of any foreign exchange; (iv) establish sub-plans and modify exercise procedures and other terms and procedures, to the extent
such actions may be necessary or advisable (any such sub-plans and/or modifications shall be attached to the Plan as appendices), provided,
however, that no such sub-plans and/or modifications shall increase the share limitations contained in Section 4(a); and (v) take
any action, before or after an Award is granted, that it deems advisable to comply with any applicable governmental regulatory exemptions
or approval or listing requirements of any such foreign securities exchange. For purposes of the Plan, all references to foreign laws,
rules, regulations or taxes shall be references to the laws, rules, regulations and taxes of any applicable jurisdiction other than the
United States or a political subdivision thereof.


 


4.                 
Stock Subject to Plan.


 


(a)              
Overall Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with any adjustment made pursuant
to Section 8, the total number of shares of Stock reserved and available for issuance in connection with Awards under this Plan shall
not exceed 819,768 shares, and such total will be available for the issuance of Incentive Stock Options.


 


(b)              
Application of Limitation to Grants of Awards. Subject to Section 4(c), no Award may be granted if the number of shares
of Stock to be delivered in connection with such Award exceeds the number of shares of Stock remaining available under this Plan minus
the number of shares of Stock issuable in settlement of or relating to then-outstanding Awards. The Committee may adopt reasonable counting
procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or Substitute Awards) and make
adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with
an Award.


 


(c)              Availability
of Shares Not Issued under Awards. Shares of Stock subject to an Award under this Plan that expires or is canceled, forfeited,
exchanged, settled in cash or otherwise terminated, including (i) shares forfeited with respect to Restricted Stock, and
(ii) the number of shares withheld or surrendered to the Company in payment of any exercise or purchase price of an Award or
taxes relating to Awards, will again be available for Awards under this Plan, except that if any such shares could not again be
available for Awards to a particular Participant under any applicable law or regulation, such shares shall be available exclusively
for Awards to Participants who are not subject to such limitation.


 






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(d)              
Stock Offered. The shares of Stock to be delivered under the Plan shall be made available from (i) authorized but unissued
shares of Stock, (ii) Stock held in the treasury of the Company, or (iii) previously issued shares of Stock reacquired by the Company,
including shares purchased on the open market.


 


5.                 
Eligibility. Awards may be granted under this Plan only to Persons who are Eligible Persons at the time of grant thereof.


 


6.                 
Specific Terms of Awards.


 


(a)              
General and Vesting. Awards may be granted on the terms and conditions set forth in this Section 6. Awards granted under
this Plan may, in the discretion of the Committee, be granted either alone, in addition to, or in tandem with any other Award. In addition,
the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 8(a)), such additional
terms and conditions, not inconsistent with the provisions of this Plan, as the Committee shall determine. Notwithstanding any other term
of this Plan to the contrary, Awards granted under the Plan will become vested and nonforfeitable, subject to the continued performance
of services by the Participant to the Company or its Subsidiaries, with respect to 25% of the Award on the first anniversary of the date
of grant of the award and with respect to 1/48th of the Award in each month occurring thereafter.


 


(b)              
Options. The Committee is authorized to grant Options, which may be designated as either ISOs or Nonstatutory Stock Options,
to Eligible Persons on the following terms and conditions:


 


(i)                
Exercise Price. Each Award Agreement evidencing an Option shall state the exercise price per share of Stock (the “Exercise
Price”); provided, however, that except as provided in Section 6(d) or in Section 8 hereof, the Exercise Price
of an Option shall not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value
per share of the Stock as of the date of grant of the Option (or in the case of an ISO granted to an individual who owns stock possessing
more than 10% of the total combined voting power of all classes of stock of the Company or its parent or any Subsidiary, 110% of the Fair
Market Value per share of the Stock on the date of grant). Except as otherwise provided in Section 6(d), in the event an Option is granted
with an Exercise Price less than 100% of the Fair Market Value per share of the Stock as of the date of grant of the Option, the Exercise
Price of such Option shall be deemed to be 100% of the Fair Market Value per share of the Stock as of the date of grant of the Option.


 


(ii)             Time
and Method of Exercise. The Committee shall determine the time or times at which or the circumstances under which an Option may
be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the
methods by which such Exercise Price may be paid or deemed to be paid, the form of such payment, including without limitation, cash
or cash equivalents, Stock (including previously owned shares or through a cashless or broker-assisted exercise or other reduction
of the amount of shares otherwise issuable pursuant to the Option), other Awards or awards granted under other plans of the Company
or any Subsidiary, other property, or any other legal consideration the Committee deems appropriate (including notes or other
contractual obligations of Participants to make payment on a deferred basis), and the methods by or forms in which Stock will be
delivered or deemed to be delivered to Participants, including, but not limited to, the delivery of Restricted Stock subject to
Section 6(c). In the case of an exercise whereby the Exercise Price is paid with Stock, such Stock shall be valued as of the date of
exercise. No Option may be exercisable for a period of more than ten (10) years following the date of grant of the Option (or in the
case of an ISO granted to an individual who owns stock possessing more than 10% of the total combined voting power of all classes of
stock of the Company or its parent or any Subsidiary, for a period of no more than five (5) years following the date of grant of the
ISO). Notwithstanding the foregoing, upon the occurrence of Detrimental Activity the unexercised portion of any outstanding Option
held by a Participant determined to have engaged in such Detrimental Activity will immediately terminate.


 






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(iii)           
ISOs. The terms of any ISO granted under this Plan shall comply in all respects with the provisions of section 422 of the
Code. ISOs may only be granted to Eligible Persons who are employees of the Company or employees of a parent or Subsidiary corporation
of the Company. Except as otherwise provided in Section 8, no term of this Plan relating to ISOs shall be interpreted, amended or altered,
nor shall any discretion or authority granted under this Plan be exercised, so as to disqualify either this Plan or any ISO under section
422 of the Code, unless the Participant has first requested the change that will result in such disqualification. ISOs shall not be granted
more than ten years after the earlier of the adoption of this Plan or the approval of this Plan by the Company’s stockholders. Notwithstanding
the foregoing, the Fair Market Value of shares of Stock subject to an ISO and the aggregate Fair Market Value of shares of stock of any
parent or subsidiary corporation (within the meaning of sections 424(e) and (f) of the Code) subject to any other ISO (within the meaning
of section 422 of the Code) of the Company or a parent or subsidiary corporation (within the meaning of sections 424(e) and (f) of the
Code) that first becomes purchasable by a Participant in any calendar year may not (with respect to that Participant) exceed $100,000,
or such other amount as may be prescribed under section 422 of the Code or applicable regulations or rulings from time to time. As used
in the previous sentence, Fair Market Value shall be determined as of the date the ISOs are granted. Failure to comply with this provision
shall not impair the enforceability or exercisability of any Option, but shall cause the excess amount of shares to be reclassified in
accordance with the Code.


 


(c)              
Restricted Stock. The Committee is authorized to grant Restricted Stock to Eligible Persons on the following terms and conditions.
The purchase price for an award of Restricted Stock will be 100% of the Fair Market Value per share of the Stock as of the date of grant
of the right to purchase the Restricted Stock.


 


(i)                Grant
and Restrictions. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other
restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under
such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or
otherwise, as the Committee may determine at the date of grant or thereafter. During the restricted period applicable to the
Restricted Stock, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the
Participant.


 






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(ii)             
Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Committee may allow a Participant
to elect, or may require, that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares
of Restricted Stock, applied to the purchase of additional Awards under this Plan or deferred without interest to the date of vesting
of the associated Award of Restricted Stock; provided, that, to the extent applicable, any such election is intended to comply
with the Nonqualified Deferred Compensation Rules. Unless otherwise determined by the Committee and specified in the applicable Award
Agreement, Stock distributed in connection with a Stock split or Stock dividend, and other property (other than cash) distributed as a
dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such
Stock or other property has been distributed.


 


(d)              
Substitute Awards. Awards may be granted in substitution or exchange for any other Award granted under the Plan or under
another plan of the Company or any other right of an Eligible Person to receive payment from the Company. Awards may be also be granted
under the Plan in substitution for similar awards held by individuals who become Eligible Persons as a result of a merger, consolidation
or acquisition of another entity or the assets of another entity by or with the Company or an Affiliate of the Company. Such Substitute
Awards referred to in the immediately preceding sentence that are Options or Stock Appreciation Rights may have an exercise price that
is less than the Fair Market Value of a share of Stock on the date of the substitution if such substitution complies with the Nonqualified
Deferred Compensation Rules and other applicable laws and exchange rules.


 


7.                 
Certain Provisions Applicable to Awards.


 


(a)              
Limit on Transfer of Awards and Stock Issued under the Plan.


 


(i)                
Except as provided in Section 7(a)(iii) and (iv) below, each Option shall be exercisable only by the Participant during the Participant’s
lifetime, or by the Person to whom the Participant’s rights shall pass by will or the laws of descent and distribution. Notwithstanding
the foregoing, an ISO shall not be transferable other than by will or the laws of descent and distribution.


 


(ii)             
Except as provided in Section 7(a)(iii) and (iv) below, no Award, Stock issued and the Plan or any right under any Award may be
assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.


 


(iii)           
To the extent specifically provided by the Committee, an Award and/or any Stock issued pursuant to the Plan may be transferred
by a Participant without consideration to immediate family members or related family trusts, limited partnerships or similar entities
or on such terms and conditions as the Committee may from time to time establish.


 






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(iv)            
 An Award and/or any Stock issued pursuant to the Plan may be transferred pursuant to a domestic relations order entered or approved
by a court of competent jurisdiction upon delivery to the Company of a written request for such transfer and a certified copy of such
order.


 


(b)              
Form and Timing of Payment under Awards; Deferrals. Subject to the terms of this Plan and any applicable Award Agreement,
payments to be made by the Company or any of its Subsidiaries upon the exercise or settlement of an Award may be made in such forms as
the Committee shall determine in its discretion, including without limitation cash, Stock, other Awards or other property, and may be
made in a single payment or transfer, in installments, or on a deferred basis (which may be required by the Committee or permitted at
the election of the Participant on terms and conditions established by the Committee); provided, however, that any such
deferred or installment payments will be set forth in the Award Agreement and/or otherwise made in a manner that will not result in additional
taxes under the Nonqualified Deferred Compensation Rules. Payments may include, without limitation, provisions for the payment or crediting
of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect
of installment or deferred payments denominated in Stock. This Plan shall not constitute an “employee benefit plan” for purposes
of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.


 


(c)              
Evidencing Stock. The Stock or other securities of the Company delivered pursuant to an Award may be evidenced in any manner
deemed appropriate by the Committee in its sole discretion, including, but not limited to, in the form of a certificate issued in the
name of the Participant or by book entry, electronic or otherwise and shall be subject to such stop transfer orders and other restrictions
as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which such Stock or other securities are then listed, and any applicable federal, state or other laws, and the
Committee may cause a legend or legends to be inscribed on any such certificates to make appropriate reference to such restrictions. If
certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates
bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain
physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, related to
the Restricted Stock


 


(d)              
Consideration for Grants. Awards may be granted for such consideration, including services, as the Committee shall determine
consistent with the terms of the Plan, but shall not be granted for less than the minimum lawful consideration.


 


(e)              
Additional Agreements. Each Eligible Person to whom an Award is granted under this Plan may be required to agree in writing,
as a condition to the grant of such Award or otherwise, to subject an Award that is exercised or settled following such Eligible Person’s
termination of employment or service to a general release of claims and/or a noncompetition or other restricted covenant agreement in
favor of the Company and its Affiliates, with the terms and conditions of such agreement(s) to be determined in good faith by the Committee.


 






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(f)               
 Termination of Service. Except as provided herein, the treatment of an Award upon a termination of employment or any other
service relationship by and between a Participant and the Company or any Affiliate shall be specified in the applicable Award Agreement.


 


8.                 
Amendment; Subdivision or Consolidation; Recapitalization; Change of Control; Reorganization.


 


(a)              
Amendments to the Plan and Awards. The Board may amend, alter, suspend, discontinue or terminate this Plan or the Committee’s
authority to grant Awards under this Plan without the consent of stockholders or Participants, except that any amendment or alteration
to this Plan, including any increase in any share limitation, shall be subject to the approval of the Company’s stockholders not
later than the annual meeting next following such Board action if such stockholder approval is required by any federal or state law or
regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Board
may otherwise, in its discretion, determine to submit other such changes to this Plan to stockholders for approval; provided, that,
without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant
under any previously granted and outstanding Award. The Committee may waive any conditions or rights under, or amend, alter, suspend,
discontinue or terminate any Award theretofore granted and any Award Agreement relating thereto, except as otherwise provided in this
Plan; provided, however, that, without the consent of an affected Participant, no such Committee action may materially and
adversely affect the rights of such Participant under such Award. For purposes of clarity, any adjustments made to Awards pursuant to
Section 8(b) through 8(h) will be deemed not to materially and adversely affect the rights of any Participant under any previously
granted and outstanding Award and therefore may be made without the consent of affected Participants.


 


(b)              
Existence of Plans and Awards. The existence of this Plan and the Awards granted hereunder shall not affect in any way the
right or power of the Company, the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization
or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt
or equity securities ahead of or affecting Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease,
exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. In no event will
any action taken by the Committee pursuant to this Section 8 result in the creation of deferred compensation within the meaning of the
Nonqualified Deferred Compensation Rules.


 


(c)              
Subdivision or Consolidation of Shares. The terms of an Award and the share limitations under the Plan shall be subject
to adjustment by the Committee from time to time, in accordance with the following provisions:


 


(i)                If
at any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, by the issuance of
a distribution on Stock payable in Stock, or otherwise) the number of shares of Stock then outstanding into a greater number of
shares of Stock or in the event the Company distributes an extraordinary cash dividend, then, as appropriate (A) the maximum
number of shares of Stock available for the Plan or in connection with Awards as provided in Sections 4 and 5 shall be increased
proportionately (or as appropriate to reflect an extraordinary cash dividend), and the kind of shares or other securities available
for the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be
acquired under any then outstanding Award shall be increased proportionately, and (C) the price (including the Exercise Price or
grant price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be reduced
proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject
to restrictions.


 






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(ii)             
If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, by reverse Stock split, or
otherwise) the number of shares of Stock then outstanding into a lesser number of shares of Stock, then, as appropriate (A) the maximum
number of shares of Stock available for the Plan or in connection with Awards as provided in Sections 4 and 5 shall be decreased proportionately,
and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or
other kind of shares or securities) that may be acquired under any then outstanding Award shall be decreased proportionately, and (C)
the price (including the exercise price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards
shall be increased proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable
or subject to restrictions.


 


(iii)           
Whenever the number of shares of Stock subject to outstanding Awards and the price for each share of Stock subject to outstanding
Awards are required to be adjusted as provided in this Section 8(c), the Committee shall promptly prepare a notice setting forth, in reasonable
detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change
in price and the number of shares of Stock, other securities, cash, or property purchasable subject to each Award after giving effect
to the adjustments. The Committee shall promptly provide each affected Participant with such notice.


 


(d)              
Recapitalization. If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure
(a “recapitalization”) without the occurrence of a Change of Control, the number and class of shares of Stock
covered by an Award theretofore granted shall be adjusted so that such Award shall thereafter cover the number and class of shares of
Stock and securities to which the holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior
to the recapitalization, the holder had been the holder of record of the number of shares of Stock then covered by such Award and the
share limitations provided in Sections 4 and 5 shall be adjusted in a manner consistent with the recapitalization.


 


(e)              
Additional Issuances. Except as expressly provided herein, the issuance by the Company of shares of stock of any class or
securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of
rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other
securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number of shares of Stock subject to Awards theretofore granted or the purchase price per share of Stock, if applicable.


 






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(f)               
 Change of Control and Other Events. Notwithstanding any other provisions of the Plan or an Award Agreement to the contrary,
upon a Change of Control or changes in the outstanding Stock by reason of a recapitalization, reorganization, merger, consolidation, combination,
exchange or other relevant change in capitalization occurring after the date of the grant of any Award and not otherwise provided for
by this Section 8, the Committee, acting in its sole discretion without the consent or approval of any holder, may effect one or more
of the following alternatives, which may vary among individual holders and which may vary among Options or other Awards held by any individual
holder: (i) remove any applicable forfeiture restrictions on any Award; (ii) accelerate the time of exercisability of an Award so that
such Award may be exercised in full or in part for a limited period of time on or before a date specified by the Committee, before or
after such Change of Control, after which specified date all unexercised Awards and all rights of holders thereunder shall terminate;
(iii) provide for a cash payment with respect to outstanding Awards by requiring the mandatory surrender to the Company by selected
holders of some or all of the outstanding Awards held by such holders (irrespective of whether such Awards are then vested or exercisable
pursuant to the Plan) as of a date, before or after such Change of Control, specified by the Committee, in which event the Committee shall
thereupon cancel such Awards (with respect to all shares subject to such Awards) and pay to each holder an amount of cash (or other consideration
including securities or other property) per Award equal to the Change of Control Price (as defined below), less the Exercise Price with
respect to an Option; provided, however, that to the extent the exercise price of an Option exceeds the Change of Control
Price, such award may be canceled for no consideration; (iv) cancel Awards that are unexercisable or remain subject to a restricted period
as of the date of a Change of Control without payment of any consideration to the Participant for such Awards; or (v) make such adjustments
to Awards then outstanding as the Committee deems appropriate to reflect such Change of Control (including, but not limited to, (x) the
substitution, assumption, or continuation of Awards by the successor company or a parent or subsidiary thereof for new awards, and (y)
the adjustment as to the number and price of shares of Stock or other consideration subject to such Awards); provided, however,
that the Committee may determine in its sole discretion that no adjustment is necessary to Awards then outstanding.


 


(g)              
Change of Control Price. The “Change of Control Price” shall equal the amount determined in the
following clause (i), (ii), (iii), (iv) or (v), whichever is applicable, as follows: (i) the price per share offered to holders of Stock
in any merger or consolidation, (ii) the per share Fair Market Value of the Stock immediately before the Change of Control without
regard to assets sold in the Change of Control and assuming the Company has received the consideration paid for the assets in the case
of a sale of the assets, (iii) the amount distributed per share of Stock in a dissolution transaction, (iv) the price per share offered
to holders of Stock in any tender offer or exchange offer whereby a Change of Control takes place, or (v) if such Change of Control occurs
other than pursuant to a transaction described in clauses (i), (ii), (iii), or (iv) of this Section 8(g), the Fair Market Value per share
of the Stock that may otherwise be obtained with respect to such Awards or to which such Awards track, as determined by the Committee
as of the date determined by the Committee to be the date of cancellation and surrender of such Awards. In the event that the consideration
offered to stockholders of the Company in any transaction described in this Section 8(g) or in Section 8(f) consists of anything other
than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash
and such determination shall be binding on all affected Participants to the extent applicable to Awards held by such Participants.


 






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9.                 
 General Provisions.


 


(a)              
Restricted Securities. Prior to a Qualifying Public Offering, the Stock to be issued under this Plan, which may be issued
in reliance on the exemption from registration set forth in Rule 701, shall be deemed to be “restricted securities” as defined
in Rule 144, promulgated by the Securities and Exchange Commission under the Securities Act as from time to time in effect and applicable
to the Plan and Participants. Resales of such Stock by the holder thereof shall be in compliance with the Securities Act or an exemption
therefrom. Such Stock may bear a legend if determined necessary by the Committee in substantially the following form:


 


“THE SHARES OF STOCK REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SHARES MAY NOT BE
OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO IMMUNEERING
CORPORATION (WHICH, IN THE DISCRETION OF IMMUNEERING CORPORATION, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO IMMUNEERING CORPORATION)
THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE LAWS.”


 


(b)              
Right of First Refusal. If any Participant (“Transferor”), regardless of whether such Participant
is the original holder of the Award contemplated in this Section 9(b), proposes to sell, transfer, assign, hypothecate, make gifts of
or in any manner dispose of, encumber, or alienate (each individually constituting a “Transfer”) to a transferee,
any Stock, obtained in connection with any Award held by such Transferor, either pursuant to a bona fide offer (“Offer”)
from a potential transferee (“Offeror”) or by effecting a gift of the Stock (“Gift”)
to a donee (“Donee”) without consideration, then the Transferor must comply with the provisions of this Section
9(b), including, without limitation, acknowledging and allowing the applicable time periods to lapse with respect to the rights of the
Company as provided herein, before accepting any such Offer or otherwise affecting the Transfer of any Stock pursuant to such Offer, or
affecting any such Gift.


 


(i)                Statement
of Offer. Before accepting any Offer or affecting any Gift, the Transferor shall obtain from the Offeror or Donee, as the case
may be, a statement (“Statement”) in writing addressed to the Transferor and signed by the Offeror or
Donee, setting forth: (A) the date of the Statement (the “Statement Date”); (B) the number of shares of
Stock covered by the Offer or Gift and, in the case of an Offer, the price per share to be paid by the Offeror and the terms of
payment of such price; (C) the Offeror’s or Donee’s willingness to be bound by the terms of this Section 9(b) and
execute and deliver to the Company such documentation as required under this Section 9(b); (D) the Offeror’s or Donee’s
name, address and telephone number; and (E) the Offeror’s or Donee’s willingness to supply any additional information
about himself or herself as may be reasonably requested by the Company. Promptly upon receipt of a Statement, and before accepting
the Offer or affecting the Gift to which the Statement relates, the Transferor shall deliver to the Company (1) a copy of the
Statement, and (2) in the case of an Offer, evidence reasonably satisfactory to the Company as to the Offeror’s financial
ability to consummate the proposed purchase.


 






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(ii)             
Company Rights. Subject to the provisions of Section 9(b)(i), upon receipt of a copy of the Statement, the Company shall
have the exclusive right and option (the “Right”), but not the obligation, to purchase all of the shares of
Stock that the Offeror proposes to purchase from the Transferor or, in the case of a Gift, that the Transferor proposes to give to the
Donee (collectively, “Subject Securities”) (A) in the case of an Offer, for the per share price and on the terms
as set forth in the Statement; provided, however, that if the purchase price is payable in whole or in part in property
(which term shall include the securities of any issuer other than the Company) other than cash, the Company may pay, in lieu of such property,
a sum of cash equal to the fair market value of such property as determined by the Transferor and the Company in good faith or, if the
Transferor and the Company do not agree on the fair market value of such property within five days after the Company delivers written
notice (as described below) of its intention to exercise the Right, then the Transferor and the Company shall select one independent appraiser
(with each of the Transferor and the Company jointly bearing one-half of the expense of the appraiser) to determine the fair market value
of that property and the appraised fair market value of that property as determined by such appraiser shall be deemed the fair market
value of that property for purposes of this Section 9(b)(ii); or (B) in the case of a Gift, the Fair Market Value of the Subject Securities,
as determined in good faith by the Company; provided that the Transferor may elect to retain the Subject Securities rather than
sell the Subject Securities at the Fair Market Value as determined by the Company by giving written notice thereof to the Company within
five days after such determination by the Company is received in writing by the Transferor. The Company shall exercise the Right by giving
written notice thereof to the Transferor. Upon exercising the Right, the Company shall have the obligation, to the extent it lawfully
may do so, to purchase the Subject Securities within 30 days after the date of the Company’s receipt of its copy of the Statement
on and subject to the terms and conditions hereof. If the terms of the purchase include the Transferor’s release of any pledge or
encumbrance on the Subject Securities and the Transferor shall have failed to obtain the release of the pledge or encumbrance by the purchase
date, at the Company’s option the purchase shall occur on the scheduled date with the purchase price reduced to the extent of all
unpaid indebtedness for which the Subject Securities are then pledged or encumbered. Failure by the Company to exercise the Right, or
failure by the Company to otherwise perform its obligations under this Section 9(b)(ii), within the 30 day period herein prescribed shall
be deemed an election by the Company not to exercise the Right. If the Company exercises the Right and is unable for any reason to perform
its obligations thereunder in accordance with this Section 9(b), the Company may assign all or a portion of its rights under the Right
to any one or more of the Company’s stockholders (other than the Transferor) (“Assignee Stockholder”),
as the Board shall determine, in its sole and absolute discretion.


 


(iii)           
Purchase of Less Than All Shares. Anything in Section 9(b) to the contrary notwithstanding, the Company and any Assignee
Stockholder individually may, pursuant to the exercise of the Right, purchase fewer than all of the Subject Securities provided that such
Persons in the aggregate purchase all, and not less than all, of the Subject Securities, and it shall be a condition precedent to the
obligation of any of such Persons to purchase any Subject Securities, that all, and not less than all, of the Subject Securities have
been elected to be purchased pursuant to the exercise of the Right.


 






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(iv)            
 Failure to Exercise Right or Consummate Transaction. If the Company elects not to exercise the Right, or if the Right is
exercised and the obligations to be performed thereunder by the Company are not performed in accordance with this Section 9(b), or if
the Company’s rights are assigned to an Assignee Stockholder and such Assignee Stockholder fails to perform his or her obligations
under the assigned Right in accordance with this Section 9(b), then, subject to the application of any applicable state or federal securities
laws, the Transferor may dispose of all of the Subject Securities within 90 days after the date of the Statement at the per share price
and on the terms, if any, as set forth in the Statement free and clear of the terms of this Section 9(b); provided, however,
that (A) any subsequent transfer by the Offeror or Donee, as applicable, shall once again be subject to this Section 9(b) and (B) if the
sale or gift of the Subject Securities is not consummated within such 90-day period, then the Transfer of any such Stock shall once again
be subject to the terms of this Section 9(b).


 


(v)              
Legend. To assure the enforceability of the Company’s rights under this Section 9(b), until the date of a Qualifying
Public Offering, each certificate or instrument representing Stock or an Award held by him, her, or it may, in the Committee’s discretion,
bear a conspicuous legend in substantially the following form:


 


“THE SHARES [REPRESENTED BY THIS CERTIFICATE]
[ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO THE COMPANY’S RIGHT OF FIRST REFUSAL IN THE CASE OF A TRANSFER AS PROVIDED
UNDER THE IMMUNEERING CORPORATION LONG TERM INCENTIVE PLAN AND/OR AN AWARD AGREEMENT ENTERED INTO PURSUANT THERETO. COPIES OF SUCH PLAN
AND AWARD AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.”


 


(vi)            
Expiration. The rights and obligations pursuant to this Section 9(b) hereof will terminate upon the date of a Qualifying
Public Offering.


 


(c)              
Purchase Option.


 


(i)                
Company Rights. Except as otherwise expressly provided in any particular Award, (A) if a Participant ceases to be employed
by or perform services for the Company or its Subsidiaries for any reason at any time, (B) upon the occurrence of Detrimental Activity
by a Participant, or (C) upon the occurrence of a Change in Control, the Company (and/or its designee(s)) shall have the option (the “Purchase
Option”) to purchase, and the Participant (or the Participant’s executor or the administrator of the Participant’s
estate in the event of the Participant’s death, or the transferee of the Stock or Award in the case of any disposition, or the Participant’s
legal representative in the event of the Participant’s incapacity) (hereinafter, collectively with such Participant, the “Grantor”)
shall sell to the Company and/or its designee(s), all or any portion (at the Company’s option) of the shares of Stock issued pursuant
to this Plan and held by the Grantor (such shares of Stock herein referred to as the “Purchasable Shares”).


 






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(ii)             
 Notice. The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within two years
of date of the termination of the Participant’s employment or service relationship or the date of the Change in Control. Such notice
shall state the number of Purchasable Shares to be purchased and the determination of the Board of the Fair Market Value per share of
such Purchasable Shares, or the Change in Control Price as defined in Section 8(g), if applicable. If no notice is given within the time
limit specified above, the Purchase Option shall terminate.


 


(iii)           
Purchase Price. The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall
be (A) the (1) Change of Control Price, if applicable or (2) Fair Market Value per share, as of the date of the notice of exercise
of the Purchase Option, in each case, times the number of shares being purchased, or (B) to the extent approved by the Company in its
sole discretion, such other amount mutually agreeable among the Company and the Grantor; provided, however, in the event a Grantor has
engaged in Detrimental Activity, the purchase price to the paid for Purchasable Shares purchased pursuant to the Purchase Option shall
be $0.00. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company’s principal executive
offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers
the certificates or instruments evidencing the Purchasable Shares being purchased free and clear of all liens and encumbrances (if any),
duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase
price by check of the purchasers. In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release
of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchasers, the closing
shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness
for which such Purchasable Shares are then pledged or encumbered.


 


(iv)            
Legend. To assure the enforceability of the Company’s rights under this Section 9(c), until the date of a Qualifying
Public Offering, each certificate or instrument representing Stock or an Award held by him, her, or it may, in the Committee’s discretion,
bear a conspicuous legend in substantially the following form:


 


“THE SHARES [REPRESENTED BY THIS CERTIFICATE]
[ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE IMMUNEERING CORPORATION
LONG TERM INCENTIVE PLAN AND/OR AN AWARD AGREEMENT ENTERED INTO PURSUANT THERETO. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE AVAILABLE
UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.”


 


(v)              
Expiration. The Company’s rights under this Section 9(c) shall terminate upon the date of a Qualifying Public Offering.


 






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(d)              
 Tax Withholding. The Company and any of its Subsidiaries are authorized to withhold from any Award granted, or any payment
relating to an Award under this Plan, including from a distribution of Stock, amounts of withholding and other taxes due or potentially
payable in connection with any transaction involving an Award, and to take such other action as the Company may deem advisable to enable
the Company, its Subsidiaries and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating
to any Award. The Company shall determine, in its sole discretion, the form of payment acceptable for such tax withholding obligations,
including, without limitation, the delivery of cash or cash equivalents, Stock (including previously owned shares, net settlement, a broker-assisted
sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to the Award), other
property, or any other legal consideration the Company deems appropriate. If such tax obligations are satisfied through the withholding
of shares of Stock that are otherwise issuable to the Participant pursuant to an Award (or through the surrender of shares of Stock by
the Participant to the Company), the number of shares of Stock that may be so withheld (or surrendered) shall be limited to the number
of shares of Stock that have an aggregate Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of
such tax liabilities determined based on the applicable minimum statutory withholding rates for federal, state, foreign and/or local tax
purposes, including payroll taxes, as determined by the Company.


 


(e)              
Limitation on Rights Conferred under Plan. Neither this Plan nor any action taken hereunder shall be construed as (i) giving
any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company
or any of its Subsidiaries, (ii) interfering in any way with the right of the Company or any of its Subsidiaries to terminate any Eligible
Person’s or Participant’s employment or service relationship at any time, (iii) giving an Eligible Person or Participant any
claim to be granted any Award under this Plan or to be treated uniformly with other Participants and/or employees and/or other service
providers, or (iv) conferring on a Participant any of the rights of a stockholder of the Company unless and until the Participant
is duly issued or transferred shares of Stock in accordance with the terms of an Award.


 


(f)               
Governing Law. All questions arising with respect to the provisions of the Plan and Awards shall be determined by application
of the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law
is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable federal and state
laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such
Stock.


 


(g)              Severability
and Reformation. If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law or, if it cannot
be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the
Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award
shall remain in full force and effect. If any of the terms or provisions of this Plan or any Award Agreement conflict with the
requirements section 422 of the Code (with respect to Incentive Stock Options), then those conflicting terms or provisions shall be
deemed inoperative to the extent they so conflict with section 422 of the Code. With respect to Incentive Stock Options, if this
Plan does not contain any provision required to be included herein under section 422 of the Code, that provision shall be deemed to
be incorporated herein with the same force and effect as if that provision had been set out at length herein; provided,
further, that, to the extent any Option that is intended to qualify as an Incentive Stock Option cannot so qualify, that Option (to
that extent) shall be deemed a Nonstatutory Stock Option for all purposes of the Plan.


 






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(h)              
Unfunded Status of Awards; No Trust or Fund Created. This Plan is intended to constitute an “unfunded” plan
for certain incentive awards. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind
or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person
acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right
of any general unsecured creditor of the Company or such Affiliate.


 


(i)                
Nonexclusivity of this Plan. Neither the adoption of this Plan by the Board nor its submission to the stockholders of the
Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other
incentive arrangements as it may deem desirable. Nothing contained in this Plan shall be construed to prevent the Company or any of its
Subsidiaries from taking any corporate action which is deemed by the Company or such Subsidiary to be appropriate or in its best interest,
whether or not such action would have an adverse effect on this Plan or any Award made under this Plan. No employee, beneficiary or other
Person shall have any claim against the Company or any of its Subsidiaries as a result of any such action.


 


(j)                
Fractional Shares. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award, and the
Committee shall determine in its sole discretion whether cash, other securities, or other property shall be paid or transferred in lieu
of any fractional shares of Stock or whether such fractional shares of Stock or any rights thereto shall be canceled, terminated, or otherwise
eliminated with or without consideration.


 


(k)              
Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference.
Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.


 


(l)                
Facility of Payment. Any amounts payable hereunder to any individual under legal disability or who, in the judgment of the
Committee, is unable to manage properly his financial affairs, may be paid to the legal representative of such individual, or may be applied
for the benefit of such individual in any manner that the Committee may select, and the Company shall be relieved of any further liability
for payment of such amounts.


 


(m)            
Gender and Number. Words in the masculine gender shall include the feminine gender, the plural shall include the singular
and the singular shall include the plural.


 






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(n)              Conditions
to Delivery of Stock. Nothing herein or in any Award Agreement shall require the Company to issue any shares with respect to any
Award if that issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act or any similar
or superseding statute or statutes, any other applicable statute or regulation, or the rules of any applicable securities exchange
or securities association, as then in effect. In addition, each Participant who receives an Award under this Plan shall not sell or
otherwise dispose of Stock that is acquired upon grant or vesting of an Award in any manner that would constitute a violation of any
applicable federal or state securities laws, the Plan or the rules, regulations or other requirements of the Securities and Exchange
Commission or any stock exchange upon which the Stock is then listed. At the time of any exercise of an Option, or at the time of
any grant of any other Award the Company may, as a condition precedent to the exercise of such Option or settlement of any other
Award, require from the Participant (or in the event of his or her death, his or her legal representatives, heirs, legatees, or
distributees) such written representations, if any, concerning the holder’s intentions with regard to the retention or
disposition of the shares of Stock being acquired pursuant to the Award and such written covenants and agreements, if any, as to the
manner of disposal of such shares as, in the opinion of counsel to the Company, may be necessary to ensure that any disposition by
that holder (or in the event of the holder’s death, his or her legal representatives, heirs, legatees, or distributees) will
not involve a violation of the Securities Act or any similar or superseding statute or statutes, any other applicable state or
federal statute or regulation, or any rule of any applicable securities exchange or securities association, as then in effect. Stock
or other securities shall not be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to
the Plan or the applicable Award Agreement (including, without limitation, any Exercise Price, grant price, or tax withholding) is
received by the Company.


 


(o)              
Section 409A of the Code. It is the general intention, but not the obligation, of the Committee to design Awards to comply
with or to be exempt from the Nonqualified Deferred Compensation Rules, and Awards will be operated and construed accordingly. Neither
this Section 9(o) nor any other provision of the Plan is or contains a representation to any Participant regarding the tax consequences
of the grant, vesting, exercise, settlement, or sale of any Award (or the Stock underlying such Award) granted hereunder, and should not
be interpreted as such. In no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses
that may be incurred by the Employee on account of non-compliance with the Nonqualified Deferred Compensation Rules. Notwithstanding any
provision in this Plan or an Award Agreement to the contrary, in the event that a “specified employee” (as defined under the
Nonqualified Deferred Compensation Rules) becomes entitled to a payment under an Award that would be subject to additional taxes and interest
under the Nonqualified Deferred Compensation Rules if the Participant’s receipt of such payment or benefits is not delayed until
the earlier of (i) the date of the Participant’s death, or (ii) the date that is six months after the Participant’s “separation
from service,” as defined under the Nonqualified Deferred Compensation Rules (such date, the “Section 409A Payment Date”),
then such payment or benefit shall not be provided to the Participant until the Section 409A Payment Date. Any amounts subject to the
preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will be aggregated and paid in a lump sum without
interest on the Section 409A Payment Date. The applicable provisions of the Nonqualified Deferred Compensation Rules are hereby incorporated
by reference and shall control over any Plan or Award Agreement provision in conflict therewith.


 


(p)              Plan
Effective Date and Term. This Plan was adopted by the Board on the Effective Date, and approved by the stockholders of the
Company on the Effective Date, to be effective on the Effective Date. No Awards may be granted under this Plan on and after the
tenth anniversary of the Effective Date. However, any Award granted prior to such termination, and the authority of the Board or
Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such
Award in accordance with the terms of this Plan, shall extend beyond such termination date until the final disposition of such
Award.


 








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