Exhibit 10.6 


 


MaxCyte, Inc.

Stock Option Grant Notice

(2021 Equity Incentive Plan)


 


MaxCyte, Inc. (the “Company”),
pursuant to its 2021 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”)
an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your
Option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice (the “Grant Notice”),
the Global Stock Option Agreement, including any additional terms and conditions for your country included in the appendix attached thereto
(together, the “Option Agreement”) and the Plan, both of which are attached hereto and incorporated herein in
their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement shall have the meanings
set forth in the Plan or the Option Agreement, as applicable.


 


	Optionholder:	

	Date of Grant:	

	Vesting Commencement Date:	

	Number of Shares of Common Stock Subject to Option:	

	Exercise Price (Per Share):	

	Total Exercise Price:	

	Expiration Date:	



 


	Type of Grant:	[Incentive Stock Option] OR [Nonstatutory
    Stock Option]
	 	 
	Exercise and	 
	Vesting
Schedule:	Subject to the Optionholder’s Continuous Service through each applicable vesting date, the Option will vest
as follows:
	 	 
	 	[            ]




 


	Optionholder	
	Acknowledgements:	By your signature below or by electronic acceptance or authentication in a form authorized by the Company, you understand and agree
that:



 


		·	The Option is governed by this Grant Notice, and the provisions of the Plan and the Option Agreement,
both of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Option Agreement may
not be modified, amended or revised except in a writing signed by you and a duly authorized Officer of the Company.



 


		·	If the Option is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options granted
to you) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess
over $100,000 is a Nonstatutory Stock Option.



 


		·	You consent to receive this Grant Notice, the Option Agreement, the Plan, the Prospectus and any other
Plan-related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained
by the Company or another third party designated by the Company.



 


		·	You have read and are familiar with the provisions of the Plan, the Option Agreement and the Prospectus.
In the event of any conflict between the provisions in this Grant Notice, the Option Agreement or the Prospectus and the terms of the
Plan, the terms of the Plan shall control.



 






     


     


    

 


		·	The Option Agreement sets forth the entire understanding between you and the Company regarding the acquisition of Common Stock and
supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of other equity awards
previously granted to you and any written employment agreement, offer letter, severance agreement, written severance plan or policy, or
other written agreement between the Company and you in each case that specifies the terms that should govern this Option.



 


		·	Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal
ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered
will be deemed to have been duly and validly delivered and be valid and effective for all purposes.



 


	MaxCyte, INC.	 	Optionholder:
	 	 	 
	
    

    By:
	
	 	
    

    By:
	 

    

	Signature	 	Signature
	 	 	 
	Title:	 	 	Title:	 
	 	 	 	 	 
	Date:	 	 	Date:	 


 






     


     


    

 


MaxCyte, Inc.

2021 Equity Incentive Plan

Global Stock Option Agreement


 


As reflected by your Stock
Option Grant Notice (“Grant Notice”) MaxCyte, Inc. (the “Company”) has granted
you an option under its 2021 Equity Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock
at the exercise price indicated in your Grant Notice (the “Option”). Capitalized terms not explicitly defined
in this Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in the Grant Notice or Plan, as applicable.
The terms of your Option as specified in the Grant Notice and this Global Stock Option Agreement, including any additional terms and conditions
for your country included in the appendix attached hereto, constitute your Option Agreement.


 


The general terms and conditions
applicable to your Option are as follows:


 


1.            GOVERNING
PLAN DOCUMENT.
Your Option is subject to all the provisions of the Plan. Your Option is further subject to all interpretations, amendments, rules and
regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the Option
Agreement and the provisions of the Plan, the provisions of the Plan shall control.


 


2.            Exercise.


 


(a)            You
may generally exercise the vested portion of your Option for whole shares of Common Stock at any time during its term by delivery of payment
of the exercise price and applicable withholding taxes and other required documentation to the Plan Administrator in accordance with the
exercise procedures established by the Plan Administrator, which may include an electronic submission. Please review the Plan, which may
restrict or prohibit your ability to exercise your Option during certain periods.


 


(b)            To
the extent permitted by Applicable Law, you may pay your Option exercise price as follows:


 


(i)            cash,
check, bank draft or money order;


 


(ii)           subject
to Company and/or Committee consent at the time of exercise, pursuant to a “cashless exercise” program as further described
in the Plan if at the time of exercise the Common Stock is publicly traded;


 


(iii)         subject
to Company and/or Committee consent at the time of exercise, by delivery of previously owned shares of Common Stock as further described
in the Plan; or


 


(iv)          subject
to Company and/or Committee consent at the time of exercise, if the Option is a Nonstatutory Stock Option, by a “net exercise”
arrangement as further described in the Plan.


 


3.            TERM.
You may not exercise your Option before the commencement of its term or after its term expires. The term of your option commences
on the Date of Grant and expires upon the earliest of the following:


 


(a)            immediately
upon the termination of your Continuous Service for Cause;


 


(b)            three
months after the termination of your Continuous Service for any reason other than Cause, Disability or death;


 


(c)            12
months after the termination of your Continuous Service due to your Disability;


 


(d)            18
months after your death if you die during your Continuous Service;


 






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(e)            immediately
upon a Corporate Transaction if the Board has determined that the Option will terminate in connection with a Corporate Transaction,


 


(f)            the
Expiration Date indicated in your Grant Notice; or


 


(g)            the
day before the 10th anniversary of the Date of Grant.


 


Notwithstanding the foregoing,
if you die during the period provided in Section 3(b) or 3(c) above, the term of your Option shall not expire until the
earlier of (i) eighteen months after your death, (ii) upon any termination of the Option in connection with a Corporate Transaction,
(iii) the Expiration Date indicated in your Grant Notice, or (iv) the day before the tenth anniversary of the Date of Grant.
Additionally, the Post-Termination Exercise Period of your Option may be extended as provided in the Plan.


 


For US taxpayers, to obtain
the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the date
of grant of your Option and ending on the day three months before the date of your Option’s exercise, you must be an employee of
the Company or an Affiliate, except in the event of your death or Disability. If the Company provides for the extended exercisability
of your Option under certain circumstances for your benefit, your Option will not necessarily be treated as an Incentive Stock Option
if you exercise your Option more than three months after the date your employment terminates.


 


4.            Withholding
Obligations.


 


(a)            You
acknowledge that, regardless of any action taken by the Company, or if different, the Affiliate employing you (the “Employer”),
the ultimate liability for all income tax (including U.S. federal, state, and local taxes and/or non-U.S. taxes), social insurance, payroll
tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable
to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually
withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations
or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant of the
Option, the vesting of the Option, the exercise of the Option, the subsequent sale of any shares of Common Stock acquired pursuant to
the Option and the receipt of any dividends; and (ii) do not commit to and are under no obligation to reduce or eliminate your liability
for Tax-Related Items. Further, if you become subject to taxation in more than one country, you acknowledge that the Company and/or the
Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one country.


 


(b)            Prior
to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or
the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents,
at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of
the following: (i) withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; (ii) allowing
or requiring you to make a cash payment to cover the Tax-Related Items; (iii) withholding from proceeds of the sale of shares of
Common Stock acquired upon exercise of this Option either through a voluntary sale or through a mandatory sale arranged by the Company
(on your behalf pursuant to this authorization without further consent); (iv) withholding from the shares of Common Stock to be issued
to you upon exercise of this Option; or (v) any other method of withholding determined by the Company and permitted by applicable
law; provided, however, that that if you are a Section 16 Officer of the Company under the Exchange Act, then the Plan Administrator
shall establish the method of withholding from alternatives (i)-(iv) herein and, if the Plan Administrator does not exercise its
discretion prior to the applicable withholding event, then you shall be entitled to elect the method of withholding from the alternatives
above.


 


(c)            The
Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other
applicable withholding rates, including minimum and maximum rates applicable in your jurisdiction. In the event of over-withholding you
may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent amount in shares of Common Stock) from
the Company or the Employer; otherwise, you may be able to seek a refund from the local tax authorities. In the event of under-withholding,
you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer.
If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have
been issued the full number of shares of Common Stock subject to the exercised Option, notwithstanding that a number of the shares of
Common Stock is held back solely for the purpose of paying the Tax-Related Items.


 






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(d)            You
agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold
or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may
refuse to issue or deliver the shares of Common Stock, or the proceeds of the sale of shares of Common Stock, if you fail to comply with
your obligations in connection with the Tax-Related Items.


 


5.            INCENTIVE
STOCK OPTION DISPOSITION
REQUIREMENT. If your Option is an Incentive Stock Option, you must notify the Company
in writing within 15 days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your Option
that occurs within two years after the date of your Option grant or within one year after you acquired such shares of Common Stock upon
exercise of your Option. The Company may require that such shares of Common Stock be retained with a particular broker or agent for a
designated period of time and/or may establish other procedures to permit tracking of qualifying and disqualifying dispositions of such
shares of Common Stock.


 


6.            NATURE
OF GRANT. In accepting the Option,
you acknowledge, understand and agree that:


 


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


 


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


 


(c)            all
decisions with respect to future Options or other grants, if any, will be at the sole discretion of the Company;


 


(d)            the
Option grant and your participation in the Plan shall not create a right to employment or be interpreted as forming or amending an employment
or service contract with the Company, the Employer or any Affiliate;


 


(e)            you
are voluntarily participating in the Plan;


 


(f)            the
Option and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not intended to replace any
pension rights or compensation;


 


(g)           the
Option and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not part of normal or expected
compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal,
end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments;


 


(h)           the
future value of the shares of Common Stock underlying the Option is unknown, indeterminable, and cannot be predicted with certainty;


 


(i)            if
the underlying shares of Common Stock do not increase in value, the Option will have no value;


 


(j)            if
you exercise the Option and acquire shares of Common Stock, the value of such shares of Common Stock may increase or decrease in value,
even below the exercise price;


 






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(k)            for
purposes of the Option, your Continuous Service will be considered terminated as of the date you are no longer actively providing services
to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or
in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless
otherwise expressly provided in the Option Agreement or determined by the Company, (i) your right to vest in the Option under the
Plan, if any, and (ii) the period (if any) during which you may exercise the Option after such termination of Continuous Service
will terminate as of such date. However, unless otherwise determined by the Company, the Option will continue to vest through any statutory
notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you
are employed or the terms of your employment agreement, if any; the Plan Administrator shall have the exclusive discretion to determine
when you are no longer actively providing services for purposes of the Option (including whether you may still be considered to be providing
services while on a leave of absence);


 


(l)            no
claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from your termination of Continuous
Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where
you are employed, or the terms of your employment agreement, if any);


 


(m)          unless
otherwise agreed with the Company in writing, the Option and any shares of Common Stock acquired under the Plan, and the income from and
value of same, are not granted as consideration for, or in connection with, any service you may provide as a Director of the Company or
a member of the board of directors of any Affiliate; and


 


(n)           neither
the Company, the Employer or any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the
United States Dollar that may affect the value of the Option or of any amounts due to you pursuant to the exercise of the Option or the
subsequent sale of any shares of Common Stock acquired upon exercise.


 


7.            ELECTRONIC
DELIVERY AND PARTICIPATION.
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic
means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic
delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third
party designated by the Company.


 


8.            TRANSFERABILITY.
Except as otherwise provided in the Plan, your Option is not transferable, except by will or by the applicable laws of descent and
distribution, and is exercisable during your life only by you.


 


9.            CORPORATE
TRANSACTION. Your Option is subject
to the terms of any agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for
the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and any
contingent consideration.


 


10.          NO
LIABILITY FOR TAXES.
As a condition to accepting the Option, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors,
Employees or Affiliates related to tax liabilities arising from the Option or other Company compensation and (b) acknowledge that
you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the Option
and have either done so or knowingly and voluntarily declined to do so. Additionally, you acknowledge that the Option is exempt from Section 409A
for U.S. tax purposes only if the exercise price is at least equal to the “fair market value” of the Common Stock on the date
of grant as determined by the U.S. Internal Revenue Service and there is no other impermissible deferral of compensation associated with
the Option. Additionally, as a condition to accepting the Option, you agree not make any claim against the Company, or any of its Officers,
Directors, Employees or Affiliates in the event that the U.S. Internal Revenue Service asserts that such exercise price is less than the
 “fair market value” of the Common Stock on the date of grant as subsequently determined by the U.S. Internal Revenue Service.


 






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11.            SEVERABILITY.
If any part of this Option Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness
or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or invalid. Any Section of
this Option Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which
will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and
valid.


 


12.            WAIVER.
You acknowledge that a waiver by the Company of a breach of any provision of this Option Agreement shall not operate or be construed
as a waiver of any other provision of this Option Agreement, or of any subsequent breach of this Option Agreement.


 


13.            NO
ADVICE REGARDING
GRANT. The Company is not providing any tax, legal or financial advice, nor is
the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares
of Common Stock. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan
before taking any action related to the Plan.


 


14.            Data
Privacy Notice and Consent.


 


(a)            Data
Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including,
but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport or other
identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all
Options or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in your favor
(“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the
processing of Data is your consent.


 


(b)            Stock
Plan Administration Service Providers. The Company transfers Data to E*TRADE Financial Corporate Services, Inc. and certain
of its affiliated companies (the "Designated Broker"), an independent service provider based in the United States, which is
assisting the Company with the implementation, administration and management of the Plan. The Company may select a different service provider
or additional service providers and share Data with such other provider serving in a similar manner. You may be asked to agree on separate
terms and data processing practices with the Designated Broker or other service providers, with such agreement being a condition to the
ability to participate in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction
may have different data privacy laws and protections than the United States. The Company's legal basis, where required, for the transfer
of Data is your consent.


 


(c)            Data
Retention. The Company will hold and use the Data only as long as is necessary to implement, administer and manage your participation
in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities
laws. This period may extend beyond your period of employment with the Employer.


 


(d)            Voluntariness
and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and you are providing the consents
herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment
or other service with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company
would not be able to grant Options or other equity awards to you or administer or maintain such awards.


 


(e)            Data
Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based,
such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect
Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints
with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients
of Data. To receive clarification regarding these rights or to exercise these rights, you can contact your local human resources representative.


 


15.            LANGUAGE.
You acknowledge that you are sufficiently proficient in the English language, or have consulted with an advisor who is sufficiently
proficient in English, so as to allow you to understand the terms and conditions of this Option Agreement. If you have received this Option
Agreement or any other documents related to the Plan translated into a language other than English, and if the meaning of the translated
version is different than the English version, the English version will control.


 






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16.            GOVERNING
LAW/VENUE.
The Option Agreement and any controversy arising out of or relating to the Option Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of Delaware, without regard to conflict of law principles that would result in any application
of any law other than the law of the State of Delaware. For purposes of any action, lawsuit or other proceeding brought to enforce this
Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the
courts of Alameda County, California, or the federal courts for the United States for the Northern District of California, and no other
courts where this grant is made and/or to be performed.


 


17.            INSIDER
TRADING RESTRICTIONS
/ MARKET ABUSE LAW.
You may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the shares of Common Stock
are listed and in applicable jurisdictions, including the United States, your country and the designated broker’s country, which
may affect your ability to accept, acquire, sell or otherwise dispose of shares of Common Stock, rights to shares of Common Stock (i.e.,
Options) or rights linked to the value of the shares of Common Stock under the Plan during such times as you are considered to have
 “inside information” regarding the Company (as defined by the laws in the applicable jurisdiction(s)). Local insider trading
laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore,
you could be prohibited from (i) disclosing the inside information to any third party, which may include fellow employees and (ii) “tipping”
third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from
and in addition to any restrictions that may be imposed under the Company’s insider trading policy, or any other applicable insider
trading policy then in effect. You acknowledge that you are responsible for complying with any applicable restrictions and are encouraged
to speak with your personal legal advisor for further details regarding any applicable insider-trading and/or market-abuse laws in your
country.


 


18.            FOREIGN
ASSET/ACCOUNT,
EXCHANGE CONTROL AND TAX REPORTING.
You may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the acquisition, holding
and/or transfer of shares of Common Stock or cash (including dividends and the proceeds arising from the sale of shares of Common Stock)
derived from your participation in the Plan in, to and/or from a brokerage/bank account or legal entity located outside your country.
The Applicable Laws in your country may require that you report such accounts, assets and balances therein, the value thereof and/or the
transactions related thereto to the applicable authorities in such country. You may also be required to repatriate sale proceeds or other
funds received as a result of your participation in the Plan to your country through a designated bank or broker within a certain time
after receipt. You acknowledge that it is your responsibility to be compliant with such regulations and you are encouraged to consult
with your personal legal advisor for any details.


 


19.            COUNTRY-SPECIFIC
PROVISIONS. Notwithstanding any provisions of the Option Agreement to the contrary,
the Option shall be subject to any terms and conditions for your country of residence (and country of employment, if different) set forth
in the appendix attached hereto (the “Appendix”). Further, if you transfer residence and/or employment to another
country reflected in the Appendix, the terms and conditions for such country will apply to you to the extent the Company determines, in
its sole discretion, that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.
The Appendix constitutes part of the Option Agreement.


 


20.            IMPOSITION
OF OTHER REQUIREMENTS.
The Company reserves the right to impose other requirements on your participation in the Plan, on the Option and on any shares of
Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons,
and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.


 


21.            OTHER
DOCUMENTS. You hereby acknowledge
receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities
Act, which includes the Prospectus. In addition, you acknowledge receipt of the Company’s Insider Trading Policy.


 






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22.            QUESTIONS.
If you have questions regarding these or any other terms and conditions applicable to your Option, including a summary of the applicable
federal income tax consequences please see the Prospectus.


 


* * * *


 






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APPENDIX


 


to the

MaxCyte, Inc.

2021 Equity Incentive Plan

Global Stock Option Agreement


 


Capitalized terms used but
not defined in this Appendix have the meanings set forth in the Plan, the Grant Notice and/or the Global Stock Option Agreement.


 


Terms and Conditions


 


This Appendix includes additional
terms and conditions that govern the Option granted to you under the Plan if you are an employee that works or resides outside the U.S.
and/or in one of the countries listed below. If you are a citizen or resident of a country other than the one in which you are currently
working and/or residing, transfer employment and/or residency to another country after the date of grant, are a consultant, change employment
status to a consultant position, or are considered a resident of another country for local law purposes, the Company shall, in its discretion,
determine the extent to which the special terms and conditions contained herein shall be applicable to you. References to your Employer
shall include any entity that engages your services.


 


Notifications


 


This Appendix also includes
information regarding exchange controls and certain other issues of which you should be aware with respect to your participation in the
Plan. The information is provided solely for your convenience and is based on the securities, exchange control and other laws in effect
in the respective countries as of February 2021. Such laws are often complex and change frequently. As a result, the Company strongly
recommends that you not rely on the information noted herein as the only source of information relating to the consequences of your participation
in the Plan because the information may be out of date by the time you vest in or exercise the Option or sell any shares of Common Stock
acquired upon exercise.


 


In addition, the information
contained in this Appendix is general in nature and may not apply to your particular situation, and the Company is not in a position to
assure you of any particular result. Accordingly, you should seek appropriate professional advice as to how the applicable laws in your
country may apply to your situation.


 


Finally, if you are a citizen
or resident of a country other than the one in which you are currently residing and/or working, transfer to another country after the
date of grant, or are considered a resident of another country for local law purposes, the notifications contained herein may not be applicable
to you in the same manner.


 






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