Exhibit 10.10


 





	IMMUNEERING CORPORATION 

2021 INCENTIVE AWARD PLAN




 


ARTICLE I. 


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 and/or equity-linked compensatory opportunities. Capitalized
terms used in the Plan are defined in Article XI.


 


ARTICLE II. 


ELIGIBILITY


 


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


 


ARTICLE III.


ADMINISTRATION AND DELEGATION


 


3.1         Administration.
The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards,
grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has
the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to
adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct
defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award Agreement 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.


 


 3.2        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.


 


ARTICLE IV. 


STOCK AVAILABLE FOR AWARDS


 


 4.1         Number of
Shares. Subject to adjustment under Article VIII and the terms of this Article IV, Awards may be made under the Plan covering up
to the Overall Share Limit. As of the Plan’s effective date under Section 10.3, the Company will cease granting awards under
the Prior Plan; however, Prior Plan Awards will remain subject to the terms and conditions of the Prior Plan. Shares issued under
the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.


 


 4.2         Share
Recycling. If all or any part of an Award or Prior Plan Award expires, lapses or is terminated, exchanged for or settled in
cash, surrendered, repurchased, canceled without having been fully exercised/settled or forfeited, in any case, in a manner that
results in the Company acquiring Shares covered by the Award or Prior Plan Award at a price not greater than the price (as adjusted
to reflect any Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award or Prior
Plan Award, the unused Shares covered by the Award or Prior Plan Award will, as applicable, become or again be available for Award
grants under the Plan. Further, Shares delivered (either by actual delivery or attestation) to the Company by a Participant to
satisfy the applicable exercise or purchase price of an Award or Prior Plan Award and/or to satisfy any applicable tax withholding
obligation (including Shares retained by the Company from the Award or Prior Plan Award being exercised or purchased and/or creating
the tax obligation) will, as applicable, become or again be available for Award grants under the Plan. The payment of Dividend
Equivalents in cash in conjunction with any outstanding Awards or Prior Plan Awards shall not count against the Overall Share
Limit.


 






    


     


    

 


 4.3          Incentive Stock
Option Limitations. Notwithstanding anything to the contrary herein, no more than 15,350,000 Shares may be issued pursuant to
the exercise of Incentive Stock Options.


 


4.4
         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 stock or stock-based awards granted before such merger or consolidation by
such entity or its affiliate. Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding
limitations on Awards in the Plan. Substitute Awards will not count against the Overall Share Limit (nor shall Shares subject to a
Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by
exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the
exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company or any
Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by
stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the
terms of such pre-existing plan (as 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 common stock 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 Service Providers prior to such acquisition or combination.


 


 4.5         Non-Employee
Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish compensation
for non-employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to time
determine the terms, conditions and amounts of all such non-employee Director compensation in its discretion and pursuant to the
exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from
time to time; provided that, the sum of any cash compensation, or other compensation, and the value (determined as of the grant date
in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of
Awards granted to a non-employee Director as compensation for services as a non-employee Director during any fiscal year of the
Company may not exceed $750,000, increased to $1,000,000 in the fiscal year in which the Plan’s effective date occurs or in
the fiscal year of a non-employee Director’s initial service as a non-employee Director. The Administrator may make exceptions
to this limit for individual non-employee Directors in extraordinary circumstances, as the Administrator may determine in its
discretion, provided that the non-employee Director receiving such additional compensation may not participate in the decision to
award such compensation or in other contemporaneous compensation decisions involving non-employee Directors.


 






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ARTICLE V. 


STOCK OPTIONS AND STOCK APPRECIATION RIGHTS


 


5.1        
General. The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations in the
Plan, including any limitations in the Plan that apply to Incentive Stock Options. The Administrator will determine the number of Shares
covered by each Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions
and limitations applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle the Participant
(or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion
of the Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date
of exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock
Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares
valued at Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.


 


 5.2         Exercise
Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price and specify the
exercise price in the Award Agreement. Unless otherwise determined by the Administrator, the exercise price will not be less than
100% of the Fair Market Value on the grant date of the Option or Stock Appreciation Right.


 


 5.3         Duration.
Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that the
term of an Option or Stock Appreciation Right will not exceed ten years. 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 Stock Appreciation Right (other
than an Incentive Stock Option) (i) the exercise of the Option or Stock 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 policy (including blackout periods) or a “lock-up” agreement undertaken in connection with an issuance of
securities by the Company, the term of the Option or Stock Appreciation Right shall be automatically extended until the date that is
thirty (30) days after the end of the legal prohibition, black-out period or lock-up agreement, as determined by the Company;
provided, however, in no event shall the extension last beyond the ten year term of the applicable Option or Stock Appreciation
Right. Notwithstanding the foregoing, if the Participant, prior to the end of the term of an Option or Stock 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 Stock 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 Stock 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 Stock 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 Stock Appreciation Right
issued to the Participant will terminate immediately upon the effective date of such Termination of Service).


 






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5.3         Exercise. Options
and Stock 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 Stock Appreciation Right, together with,
as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as
specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Stock Appreciation Right
may not be exercised for a fraction of a Share.


 


5.4        
Payment Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable
Laws, the exercise price of an Option must be paid by:


 


(a)        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;


 


(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;


 


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


 


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


 


(c)       
to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is
good and valuable consideration; or


 


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


 


ARTICLE VI.


RESTRICTED STOCK; RESTRICTED STOCK UNITS


 


6.1        General.
The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, 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 of such Shares) 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 Stock Units, which may be subject to vesting and forfeiture
conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine
and set forth in the Award Agreement the terms and conditions for each Restricted Stock and Restricted Stock Unit Award, subject to
the conditions and limitations contained in the Plan.


 






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6.2         Restricted Stock.





  


 (a)       Dividends.
Participants holding Shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares,
unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any
dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other
than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and
forfeitability as the Shares of Restricted Stock with respect to which they were paid.


 


(b)       
Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock
certificates issued in respect of Shares of Restricted Stock, together with a stock power endorsed in blank.


 


6.3         Restricted Stock Units.





 


(a)
      Settlement. The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable
after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner
intended to comply with Section 409A.


 


(b)     
Stockholder Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit
unless and until the Shares are delivered in settlement of the Restricted Stock Unit.


 


(c)     
Dividend Equivalents. If the Administrator provides, a grant of Restricted Stock Units may provide a Participant with the right
to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in
cash or Shares and subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect to
which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement.


 


ARTICLE VII.


OTHER STOCK OR CASH BASED AWARDS


 


Other Stock or Cash Based
Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future and including
annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject
to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be available as a payment form in the settlement
of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock
or Cash Based Awards may be paid in Shares, cash or other property, or any combination of the foregoing, as the Administrator determines.
Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Stock or Cash Based Award,
including any purchase price, performance goal(s) (which may be based on the Performance Criteria), transfer restrictions, and vesting
conditions, which will be set forth in the applicable Award Agreement.


 


ARTICLE VIII.


ADJUSTMENTS FOR CHANGES IN COMMON STOCK


AND CERTAIN OTHER EVENTS


 


8.1         Equity
Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article VIII, the
Administrator will equitably adjust 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 8.1 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.


 






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 8.2         Corporate
Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities,
or other property), 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 Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase
Common Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring
transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting
principles, the Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action
taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Laws or
accounting principles may be made within a reasonable period of time after such change), is hereby authorized to take any one or
more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution
or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to
any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in
Applicable Laws or accounting principles:


 


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


 


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


 



(c)      To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by awards covering the stock of the successor or survivor corporation, 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;


 


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


 





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


  



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


 






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8.3         Non-Assumption
of Awards. Notwithstanding Section 8.2 above, if a Change in Control occurs and a Participant’s Award(s) that vest solely
based on continued employment or service (“Time-Based Awards”) are not continued, converted, assumed, or replaced
with a substantially similar award by (i) the Company, or (ii) a successor entity or its parent or subsidiary (an
 “Assumption”), and provided that the Participant has not had a Termination of Service, then immediately prior to
the Change in Control such Time-Based Awards shall become fully vested, exercisable and/or payable, as applicable, and all
forfeiture, repurchase and other restrictions on such Time-Based Awards shall lapse, in which case, such Time-Based Awards shall be
canceled upon the consummation of the Change in Control in exchange for the right to receive the Change in Control consideration
payable to other holders of Common Stock (A) which may be on such terms and conditions as apply generally to holders of Common Stock
under the Change in Control documents (including, without limitation, any escrow, earn-out or other deferred consideration
provisions) or such other terms and conditions as the Administrator may provide, and (B) determined by reference to the number of
Shares subject to such Time-Based Awards and net of any applicable exercise price; provided that to the extent that any Time-Based
Awards constitute “nonqualified deferred compensation” that may not be paid upon the Change in Control under Section
409A without the imposition of taxes thereon under Section 409A, the timing of such payments shall be governed by the applicable
Award Agreement (subject to any deferred consideration provisions applicable under the Change in Control documents); and provided,
further, that if the amount to which a Participant would be entitled upon the settlement or exercise of such Time-Based Award at the
time of the Change in Control is equal to or less than zero, then such Time-Based Award may be terminated without payment. The
Administrator shall determine whether an Assumption of an Time-Based Award has occurred in connection with a Change in Control.


 


 8.4         Administrative
Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation
or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction
or change affecting the Shares or the share price of Common Stock, including any Equity Restructuring or any securities offering or
other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up
to sixty days before or after such transaction.


 


8.5         General. Except as expressly provided in the
Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation
of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation,
merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring
under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or
securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject
to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted
hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment,
recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger,
consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities,
including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The
Administrator may treat Participants and Awards (or portions thereof) differently under this Article VIII.


 






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ARTICLE IX.


GENERAL PROVISIONS APPLICABLE
TO AWARDS 


 


 9.1         Transferability.
Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock
Options, 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, or, subject to the Administrator’s consent, pursuant to a domestic
relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant,
to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator
specifically approves.


 


 9.2         Documentation.
Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award
may contain terms and conditions in addition to those set forth in the Plan.


 


9.3        
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.


 


9.4         Termination of
Status. The Administrator will determine how a Participant’s Disability, death, retirement, authorized leave of absence or
any other change or purported change in a Participant’s Service Provider status affects an Award (including whether and when a
Termination of Service has occurred) 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.


 


9.5        
Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes
required by Applicable Laws to be withheld in connection with such Participant’s Awards by the date of the event creating the tax
liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding rates
(or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of any
kind otherwise due to a Participant. Subject to Section 10.8 and any Company insider trading policy (including blackout periods), Participants
may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by check made payable to the order of the
Company, provided that the Company may limit the use of 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 Company otherwise determines, (A) delivery (including electronically or 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 withholding;
provided that such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted
by the Administrator, any combination of the foregoing payment forms approved by the Company. If any tax withholding obligation will be
satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the
tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct
any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or
all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance
of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such
brokerage firm to complete the transactions described in this sentence.


 






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9.6        
Amendment of Award; Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting
another Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a
Non-Qualified Stock Option. The Participant’s consent to such action will be required unless (i) the action, taking into account
any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted
under Article VIII or pursuant to Section 10.6. Further, the Administrator may, without the approval of the stockholders of the Company,
reduce the exercise price per share of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation
Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price per share that is less than the
exercise price per share of the original Options or Stock Appreciation Rights.


 


9.7        
Conditions on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions
from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction,
(ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including
any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered
to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy 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.


 


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


 


9.9         Additional Terms of
Incentive Stock Options. The Administrator may grant Incentive Stock Options only to employees of the Company, any of its
present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other
entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is
granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the
Option’s grant date, and the term of the Option will not exceed five years. All Incentive Stock Options will be subject to and
construed consistently with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt
notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired
under the Option made within (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 Incentive Stock Option fails or ceases to qualify as an
 “incentive stock option” under Section 422 of the Code. Any Incentive Stock Option or portion thereof that fails to
qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with
respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a
Non-Qualified Stock Option.


 


ARTICLE X.


MISCELLANEOUS


 


10.1          No
Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award
will not be construed as giving a Participant the right to 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.


 






    9


     


    

 


10.2        
No Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any
rights as a stockholder 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 stock
certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.


 


10.3        
Effective Date and Term of Plan. Unless earlier terminated by the Board, the Plan will become effective on the day prior to the
Public Trading Date and will remain in effect until the tenth anniversary of the earlier of (i) the date the Board adopted the Plan or
(ii) the date the Company’s stockholders approved the Plan, but Awards previously granted may extend beyond that date in accordance
with the Plan. If the Plan is not approved by the Company’s stockholders, the Plan will not become effective, no Awards will be
granted under the Plan, and the Prior Plan will continue in full force and effect in accordance with its terms.


 


10.4          Amendment
of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an
increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without
the affected Participant’s consent. No Awards may be granted under the Plan 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 stockholder approval of any Plan
amendment to the extent necessary to comply with Applicable Laws.


 


10.5        
Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed
outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs
of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.


 


10.6         Section 409A.


 





(a)        General. The
Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax
consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the
contrary, the Administrator may, without a Participant’s consent, amend 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 10.6 or otherwise to avoid the
taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other
person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified
deferred compensation” subject to taxes, penalties or interest under Section 409A. Notwithstanding any contrary provision of
the Plan or any Award Agreement, any payment of “nonqualified deferred compensation” under the Plan that may be made in
installments shall be treated as a right to receive a series of separate and distinct payments.


 






    10


     


    

 


(b)       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 employment” or like terms means a “separation from service.”


 





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


 


10.7         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. 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.


 


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


 






    11


     


    

 


10.9         Data
Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use
and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its
Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the
Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the
Participant’s name, address and telephone number; birthdate; social security number, insurance number or other identification
number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to
implement, manage and administer the Plan and Awards (the “Data”). The Company and its Subsidiaries and
affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s
participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting the
Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country,
or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’
country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data,
in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any
required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares.
The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the
Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such
Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any
necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 10.9 in writing,
without cost, by contacting the local human resources representative. The Company may cancel Participant’s ability to
participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the
Participant refuses or withdraws the consents in this Section 10.9. For more information on the consequences of refusing or
withdrawing consent, Participants may contact their local human resources representative.


 


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


 


10.11     Governing
Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant
and the Company (or any Subsidiary) 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.


 


10.12     Governing
Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware,
disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the
State of Delaware.


 


10.13       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, 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.


 


10.14     
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.


 


10.15       Conformity
to Securities 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.


 


10.16     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.


 






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10.17      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, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold
through the broker-assisted sale will be sold 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 an amount in cash sufficient to satisfy any remaining portion of the Participant’s
obligation.


 


ARTICLE XI. 


DEFINITIONS


 


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


 


11.1      
“Administrator” means the Board or a Committee to the extent that the Board’s powers or authority
under the Plan have been delegated to such Committee.


 


11.2      
“Applicable Laws” means the requirements relating to the administration of equity incentive plans under
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 Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction
where Awards are granted.


 


11.3      
“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Dividend Equivalents or Other Stock or Cash Based Awards.


 


11.4      
“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains
such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.


 


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




 


11.6       
 “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 and reasonable 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 offense or crime involving moral turpitude; (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; or (E) the
Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against
the Company or any of its Subsidiaries.


 






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11.7       “Change
in Control” means and includes each of the following:


 


(a)      A transaction or series
of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities
and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and (ii) of subsection (c)
below) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d)
and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company
or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by,
or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under
the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities
outstanding immediately after such acquisition; or


 


(b)      During any period of two
consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than
a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections
(a) or (c)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least
two-thirds of the Directors then still in office who either were Directors at the beginning of the two-year period or whose election or
nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or


 


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


 


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


 


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


 


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


 






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The Administrator shall have
full and final authority, which shall be exercised in its 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.


 


		11.8	“Code” means the Internal Revenue Code of 1986, as amended, and the regulations
issued thereunder.



  


11.9       
 “Committee” means one or more committees or subcommittees of the Board, which may include one or more Company
directors or executive officers, to the extent 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.


 


		11.10	“Common Stock” means the Class A common stock of the Company.



 


		11.11	“Company” means Immuneering Corporation, a Delaware corporation, or any successor.



 


11.12      
 “Consultant” means any person, including any adviser, engaged by the Company or its parent or Subsidiary to
render services to such entity if the consultant or adviser: (i) renders bona fide services to the 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.


 


11.13   
“Designated Beneficiary” means the beneficiary or beneficiaries the 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.
Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.


 


		11.14	“Director” means a Board member.



 


		11.15	“Disability” means a permanent and total disability under Section 22(e)(3) of
the Code, as



amended.


 


11.16   
“Dividend Equivalents” means a right granted to a Participant under the Plan to receive the equivalent
value (in cash or Shares) of dividends paid on Shares.


 


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



 


11.18   
“Equity Restructuring” means a nonreciprocal transaction between the Company and its stockholders, such
as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or
kind of Shares (or other Company securities) or the share price of Common Stock (or other Company securities) and causes a change in the
per share value of the Common Stock underlying outstanding Awards.


 


		11.19	“Exchange Act” means the Securities Exchange Act of 1934, as amended.



 






    15


     


    

 


		11.20	“Fair Market Value” means, as of any date, the value of a Share determined as
follows:



 


(i)  if the Common Stock
is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on
such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported
in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Common Stock is not traded on a stock exchange
but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date,
then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator
deems reliable; or (iii) without an established market for the Common Stock, the Administrator will determine the Fair Market Value in
its discretion. Notwithstanding the foregoing, with respect to any Award granted on the pricing date of the Company’s initial public
offering, the Fair Market Value shall mean the initial public offering price of a Share as set forth in the Company’s final prospectus
relating to its initial public offering filed with the Securities and Exchange Commission.


 


11.21   
“Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d)
of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation,
as defined in Section 424(e) and (f) of the Code, respectively.


 


11.22   
“Incentive Stock Option” means an Option intended to qualify as an “incentive stock option”
as defined in Section 422 of the Code.


 


11.23     “Non-Qualified Stock Option” means
an Option not intended or not qualifying as an Incentive Stock Option.


 


11.24    
“Option” means an option to purchase Shares, which will either be an Incentive Stock Option or a Non-Qualified
Stock Option.


 


11.25    
 “Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially
by referring to, or are otherwise based on, Shares or other property.


 


11.26   
“Overall Share Limit” means the sum of (i) 2,590,000 Shares; (ii) any Shares which are subject to Prior
Plan Awards which become available for issuance under the Plan pursuant to Article IV and (iii) an annual increase on the first day of
each calendar year beginning January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) 4% of the aggregate
number of Shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of Shares as is determined
by the Board.


 


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




 


11.28     
 “Performance Criteria” means the criteria (and adjustments) that the Administrator may select for an Award
to establish performance goals for a performance period, which may include (but is not limited to) the following: net earnings or
losses (either before or after one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation
expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net
income; profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit),
profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation
of corporate overhead and bonus); cash flow (including operating cash flow and free cash flow or cash flow return on capital);
return on assets; return on capital or invested capital; cost of capital; return on stockholders’ equity; total stockholder
return; return on sales; costs, reductions in costs and cost control measures; expenses; working capital; earnings or loss per
share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such price
or dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research,
development, regulatory, commercial, or strategic milestones or developments; market share; economic value or economic value added
models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction;
recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters; strategic
partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage); debt
levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition activity;
investment sourcing activity; and marketing initiatives, any of which may be measured in absolute terms or as compared to any
incremental increase or decrease. Such performance goals also may be based solely by reference to the Company’s performance or
the performance of a Subsidiary, division, business segment or business unit of the Company or a Subsidiary, or based upon
performance relative to performance of other companies or upon comparisons of any of the indicators of performance relative to
performance of other companies. The Administrator may provide for exclusion of the impact of an event or occurrence which the
Administrator determines should appropriately be excluded, including (a) restructurings, discontinued operations, extraordinary
items, and other unusual, infrequently occurring or non-recurring charges or events, (b) asset write-downs, (c) litigation or claim
judgments or settlements, (d) acquisitions or divestitures, (e) reorganization or change in the corporate structure or capital
structure of the Company, (f) an event either not directly related to the operations of the Company, Subsidiary, division, business
segment or business unit or not within the reasonable control of management, (g) foreign exchange gains and losses, (h) a change in
the fiscal year of the Company, (i) the refinancing or repurchase of bank loans or debt securities, (j) unbudgeted capital
expenditures, (k) the issuance or repurchase of equity securities and other changes in the number of outstanding shares, (l)
conversion of some or all of convertible securities to Common Stock, (m) any business interruption event (n) the cumulative effects
of tax or accounting changes in accordance with U.S. generally accepted accounting principles, or (o) the effect of changes in other
laws or regulatory rules affecting reported results.


 






    16


     


    

 


 11.29      “Plan” means this 2021 Incentive Award Plan.




 


11.30   
“Prior Plan” means the Immuneering Corporation 2015 Long Term Incentive Plan, as amended from time to
time.


 


11.31    
“Prior Plan Award” means an award outstanding under the Prior Plan as of the Plan’s effective date
in Section 10.3.


 


11.32    
 “Public Trading Date” means the first date upon which the Common Stock is listed (or approved for listing) upon
notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market
security on an interdealer quotation system, or, if earlier, the date on which the Company becomes a “publicly held corporation”
for purposes of Treasury


Regulation Section 1.162-27(c)(1).


 


11.33   
“Restricted Stock” means Shares awarded to a Participant under Article VI subject to certain vesting
conditions and other restrictions.


 


11.34   
“Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date,
one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date
awarded to a Participant under Article VI, subject to certain vesting conditions and other restrictions.


 


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




  


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


 


		11.37	“Securities Act” means the Securities Act of 1933, as amended.



 


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



 


		11.39	“Shares” means shares of Common Stock.



 


		11.40	“Stock Appreciation Right” means a stock appreciation right granted under Article
V.



 


11.41   
“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain
of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at
the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of
securities or interests in one of the other entities in such chain.


 


11.42   
“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution
or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the
Company or any Subsidiary or with which the Company or any Subsidiary combines.


 


		11.43	“Termination of Service” means Participant ceasing to be a Service Provider.



 


 * * * * * 




 






    17


     


    

 





IMMUNEERING CORPORATION


2021 INCENTIVE AWARD
PLAN 





 


STOCK OPTION GRANT NOTICE


 


Capitalized terms not specifically
defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive
Award Plan (as amended from time to time, the “Plan”) of Immuneering Corporation (the “Company”).


 


The Company has granted to
the participant listed below (“Participant”) the stock option described in this Grant Notice (the “Option”),
subject to the terms and conditions of the Plan and the Stock 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:


 


Vesting Commencement Date:


 


Vesting Schedule:


 


Type of Option


 


By
Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant
has reviewed the Plan, this Grant Notice and the Agreement 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 and the Agreement. 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.


 


	IMMUNEERING
    CORPORATION	 	PARTICIPANT
	 	 	 
	 	 	 
	By:	                                    	 	 
	Name:	 	 	 
	Title:	 	 	 




 






     


     


    

 


Exhibit A


 


STOCK 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.


 


ARTICLE I.


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.


 


ARTICLE II.


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, unless the Administrator otherwise determines, 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 death or Disability; and


 



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


 






     


     


    

 


ARTICLE III. 


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 withholding tax 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 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 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 liability.


 


ARTICLE VI.


OTHER PROVISIONS


 


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


 


4.2            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 or
facsimile number. 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 United States Postal Service, when delivered by a
nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.


 



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


 



4.4           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.


 






    A-2


     


    

 



4.5           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.


 



4.6           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.


 



4.7           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.


 



4.8           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.


 



4.9           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.


 



4.10         Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue
in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its
Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason
whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary
and Participant.


 



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


 


4.12         Incentive
Stock Options. If the Option is designated as an Incentive Stock Option:


 


(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 stock 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 stock options do not qualify or cease to qualify for treatment as “incentive stock
options” under Section 422 of the Code, such stock options (including the Option) will be treated as non-qualified stock
options. Participant further acknowledges that the rule set forth in the preceding sentence will be applied by taking the Option and
other stock options into account in the order in which they were granted, as determined under Section 422(d) of the Code.
Participant acknowledges that amendments or modifications made to the Option pursuant to the Plan that would cause the Option to
become a Non-Qualified Stock Option will not materially or adversely affect Participant’s rights under the Option, and that
any such amendment or modification shall not require Participant’s consent. Participant also acknowledges that if the Option
is exercised more than three (3) months after Participant’s Termination of Service as an Employee, other than by reason of death
or disability, the Option will be taxed as a Non-Qualified Stock Option.


 


(b)      Participant
will give prompt written notice to the Company 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.


 


* * * * *



 






    A-3


     


    

 




IMMUNEERING CORPORATION


2021
INCENTIVE AWARD PLAN





 


RESTRICTED STOCK GRANT NOTICE


 


Capitalized terms not specifically
defined in this Restricted Stock Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021
Incentive Award Plan (as amended from time to time, the “Plan”) of Immuneering Corporation (the “Company”).


 


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


 


Participant:


 


Grant Date:


 


Number of Restricted Shares:


 


Vesting Commencement Date:


 


Vesting Schedule:


 


By Participant’s signature
below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the
Plan, this Grant Notice and the Agreement 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 and the Agreement. 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.


 


	IMMUNEERING
    CORPORATION	 	PARTICIPANT
	 	 	 
	 	 	 
	By:	                                    	 	 
	Name:	 	 	 
	Title:	 	 	 


 






     


     


    

 


Exhibit A


 


RESTRICTED STOCK 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.


 


ARTICLE I.


GENERAL


 


1.1           Issuance
of Restricted Shares. The Company will issue the Restricted Shares to the Participant effective as of the grant date set forth in
the Grant Notice and will cause (a) a stock certificate or certificates representing the Restricted Shares to be registered in Participant’s
name or (b) the Restricted Shares to be held in book-entry form. If a stock certificate is issued, the certificate will be delivered
to, and held in accordance with this Agreement by, the Company or its authorized representatives and will bear the restrictive legends
required by this Agreement. If the Restricted Shares are held in book-entry form, then the book-entry will indicate that the Restricted
Shares are subject to the restrictions of this Agreement.


 


1.2           Incorporation
of Terms of Plan. The Restricted Shares 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.


 


ARTICLE II.


VESTING, FORFEITURE AND ESCROW


 


2.1           Vesting.
The Restricted Shares will become vested Shares (the “Vested Shares”) according to the vesting schedule in
the Grant Notice except that any fraction of a Share that would otherwise become a Vested Share will be accumulated and will become a
Vested Share only when a whole Vested Share has accumulated.


 


2.2           Forfeiture.
In the event of Participant’s Termination of Service for any reason, Participant will immediately and automatically forfeit to
the Company any Shares that are not Vested Shares (the “Unvested Shares”) at the time of Participant’s
Termination of Service, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant
and the Company. Upon forfeiture of Unvested Shares, the Company will become the legal and beneficial owner of the Unvested Shares and
all related interests and Participant will have no further rights with respect to the Unvested Shares.


 


		2.3	Escrow.



 


(a)      Unvested Shares will be
held by the Company or its authorized representatives until (i) they are forfeited, (ii) they become Vested Shares or (iii) this Agreement
is no longer in effect. By accepting this Award, Participant appoints the Company and its authorized representatives as Participant’s
attorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Unvested Shares (and Retained Distributions (as
defined below), if any, paid on such forfeited Unvested Shares) to the Company as may be required pursuant to the Plan or this Agreement
and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable
in connection with any such transfer. The Company, or its authorized representative, will not be liable for any good faith act or omission
with respect to the holding in escrow or transfer of the Restricted Shares.


 






     


     


    

 


(b)      All
cash dividends and other distributions made or declared with respect to Unvested Shares (“Retained
Distributions”) will be held by the Company until the time (if ever) when the Unvested Shares to which such Retained
Distributions relate become Vested Shares. The Company will establish a separate Retained Distribution bookkeeping account
(“Retained Distribution Account”) for each Unvested Share with respect to which Retained Distributions
have been made or declared in cash and credit the Retained Distribution Account (without interest) on the date of payment with the
amount of such cash made or declared with respect to the Unvested Share. Retained Distributions (including any Retained Distribution
Account balance) will immediately and automatically be forfeited upon forfeiture of the Unvested Share with respect to which the
Retained Distributions were paid or declared.


 


(c)      As soon as reasonably practicable
following the date on which an Unvested Share becomes a Vested Share, the Company will (i) cause the certificate (or a new certificate
without the legend required by this Agreement, if Participant so requests) representing the Share to be delivered to Participant or, if
the Share is held in book-entry form, cause the notations indicating the Share is subject to the restrictions of this Agreement to be
removed and (ii) pay to Participant the Retained Distributions relating to the Share.


 


2.4           Rights as Stockholder.
Except as otherwise provided in this Agreement or the Plan, upon issuance of the Restricted Shares by the Company, Participant will have
all the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and to receive
dividends or other distributions paid or made with respect to the Restricted Shares.


 


ARTICLE III.


TAXATION AND TAX WITHHOLDING


 


3.1         Representation.
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of
the Restricted Shares 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           Section
83(b) Election. If Participant makes an election under Section 83(b) of the Code with respect to the Restricted Shares, Participant
will deliver a copy of the election to the Company promptly after filing the election with the Internal Revenue Service.


 


		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
withholding tax arising in connection with the Restricted Shares as Participant’s election to satisfy all or any portion of the
withholding tax by requesting the Company retain Shares otherwise deliverable under the Award.


 


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


 






    A-2


     


    

 


ARTICLE IV.


RESTRICTIVE LEGENDS AND TRANSFERABILITY


 


4.1           Legends. Any certificate
representing a Restricted Share will bear the following legend until the Restricted Share becomes a Vested Share:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO FORFEITURE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT
BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.


 


4.2           Transferability.
The Restricted Shares and any Retained Distributions are subject to the restrictions on transfer in the Plan and may not be sold,
assigned or transferred in any manner unless and until they become Vested Shares. Any attempted transfer or disposition of Unvested
Shares or related Retained Distributions prior to the time the Unvested Shares become Vested Shares will be null and void. The
Company will not be required to (a) transfer on its books any Restricted Share that has been sold or otherwise transferred in
violation of this Agreement or (b) treat as owner of such Restricted Share or accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Restricted Share has been so transferred. The Company may issue appropriate “stop
transfer” instructions to its transfer agent, if any, or make appropriate notations to the same effect in its records.


 


ARTICLE V.


OTHER PROVISIONS


 


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


 


5.2           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 or facsimile number.
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, 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 United States Postal Service, when delivered by a nationally recognized
express shipping company or upon receipt of a facsimile transmission confirmation.


 


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


 


5.4           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.


 


5.5           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 this
Agreement or 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.


 






    A-3


     


    

 


5.6           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 Restricted Shares 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.


 


5.7           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.


 


5.8           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.


 


5.9           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 Award.


 


5.10         Not
a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue
in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its
Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason
whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a
Subsidiary and Participant.


 


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


 


 * * * * * 




 






    A-4


     


    

 




IMMUNEERING CORPORATION


2021 INCENTIVE AWARD
PLAN 





 


RESTRICTED STOCK UNIT GRANT NOTICE


 


Capitalized terms not specifically
defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the
2021 Incentive Award Plan (as amended from time to time, the “Plan”) of Immuneering Corporation (the “Company”).


 


The Company has granted to
the participant listed below (“Participant”) the Restricted Stock Units described in this Grant Notice (the
 “RSUs”), subject to the terms and conditions of the Plan and the Restricted Stock 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 Schedule:


 


By Participant’s signature
below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan,
this Grant Notice and the Agreement 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 and the Agreement. 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.


 


	IMMUNEERING
    CORPORATION	 	PARTICIPANT
	 	 	 
	 	 	 
	By:	                                    	 	 
	Name:	 	 	 
	Title:	 	 	 




 






     


     


    

 


Exhibit A


 


RESTRICTED STOCK 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.


 


ARTICLE I.


GENERAL


 


1.1           Award
of RSUs and Dividend Equivalents.


 


(a)      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.


 


(b)     The Company hereby grants
to Participant, with respect to each RSU, a Dividend Equivalent for ordinary cash dividends paid to substantially all holders of outstanding
Shares with a record date after the Grant Date and prior to the date the applicable RSU is settled, forfeited or otherwise expires. Each
Dividend Equivalent entitles Participant to receive the equivalent value of any such ordinary cash dividends paid on a single Share. The
Company will establish a separate Dividend Equivalent bookkeeping account (a “Dividend Equivalent Account”)
for each Dividend Equivalent and credit the Dividend Equivalent Account (without interest) on the applicable dividend payment date with
the amount of any such cash paid.


 


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


 


ARTICLE II.


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. Dividend Equivalents (including
any Dividend Equivalent Account balance) will vest or be forfeited, as applicable, upon the vesting or forfeiture of the RSU with respect
to which the Dividend Equivalent (including the Dividend Equivalent Account) relates.


 


		2.2	Settlement.



 


(a)      RSUs
and Dividend Equivalents (including any Dividend Equivalent Account balance) 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. Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the
Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of
the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)), provided the
Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.


 






     


     


    

 


(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 immediately preceding the payment
date. If a Dividend Equivalent is paid in Shares, the number of Shares paid with respect to the Dividend Equivalent will equal the quotient,
rounded down to the nearest whole Share, of the Dividend Equivalent Account balance divided by the Fair Market Value of a Share on the
day immediately preceding the payment date.


  


ARTICLE III.


TAXATION AND TAX WITHHOLDING


 


3.1           Representation.
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax 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)      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
withholding tax arising in connection with the RSUs or Dividend Equivalents as Participant’s election to satisfy all or any portion
of the withholding tax by requesting the Company retain Shares otherwise issuable under the Award.


 


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


 


ARTICLE IV.


OTHER PROVISIONS


 


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


 


4.2           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 or facsimile number.
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, 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 United States Postal Service, when delivered by a nationally recognized
express shipping company or upon receipt of a facsimile transmission confirmation.


 






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


 


4.4           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.


 


4.5           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.


 


4.6           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, the RSUs and the Dividend Equivalents 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.


 


4.7           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.


 


4.8           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.


 


4.9           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 Dividend Equivalents,
and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs and Dividend
Equivalents, as and when settled pursuant to the terms of this Agreement.


 


4.10         Not
a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue
in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its
Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason
whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a
Subsidiary and Participant.


 


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


 


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Non-Employee Director Form


 




IMMUNEERING CORPORATION


2021
INCENTIVE AWARD PLAN





 


STOCK OPTION GRANT NOTICE


 


Capitalized terms not specifically
defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive
Award Plan (as amended from time to time, the “Plan”) of Immuneering Corporation (the “Company”).


 


The Company has granted to
the participant listed below (“Participant”) the stock option described in this Grant Notice (the “Option”),
subject to the terms and conditions of the Plan and the Stock 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:


 


Vesting Commencement Date:


 


Vesting Schedule:


 


		Type
                           of Option	Non-Qualified
                                            Stock Option



 


 


By Participant’s signature
below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan,
this Grant Notice and the Agreement 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 and the Agreement. 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.


 


	IMMUNEERING
    CORPORATION	 	PARTICIPANT
	 	 	 
	 	 	 
	By:	                                    	 	 
	Name:	 	 	 
	Title:	 	 	 


 






     


     


    

 


Exhibit A


 


STOCK 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.


 


ARTICLE I.


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.


 


ARTICLE II.


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, and the Option, to the extent then outstanding,
will become fully vested and exercisable immediately prior to the occurrence of a Change in Control. Notwithstanding anything in the Grant
Notice, the Plan or this Agreement to the contrary, unless the Administrator otherwise determines, the Option will immediately expire
and be forfeited as to any portion that is not vested and exercisable as of the date Participant ceases to be a non-employee Director
for any reason (a “Termination of Service”).


 



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; and


 



(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 death or Disability.


 


ARTICEL III.


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 withholding tax 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 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 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 liability.


 


ARTICLE VI.


OTHER PROVISIONS


 



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


 



4.2           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 or
facsimile number. 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 United States Postal Service, when delivered by a nationally recognized express shipping company or
upon receipt of a facsimile transmission confirmation.


 


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


 



4.4           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.


 



4.5           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.


 






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4.6           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.


 



4.7           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.


 



4.8           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.


 



4.9           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.


 



4.10         Not a Contract of Service. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue
in the service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries,
which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever,
except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.


 



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


 


* * * * *


 






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