Exhibit 10.7





 


MaxCyte, Inc.


 


2021
Employee Stock Purchase Plan





 


Adopted
by the Board of Directors: _____________, 2021





Approved
by the Stockholders: ______________, 2021





IPO Date:
______________, 2021


 


1.            General;
Purpose.


 


(a)            The
Plan provides a means by which Eligible Employees of the Company and certain eligible Employees of designated Related Corporations may
be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to such
Employees under an Employee Stock Purchase Plan. In addition, the Plan permits the Company to grant a series of Purchase Rights to Eligible
Employees that do not meet the requirements of an Employee Stock Purchase Plan.


 


(b)            The
Plan includes two components: a 423 Component and a Non-423 Component. The Company intends (but makes no undertaking or representation
to maintain) the 423 Component to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be
construed in a manner that is consistent with the requirements of Section 423 of the Code. Except as otherwise provided in the Plan
or determined by the Board, the Non-423 Component will operate and be administered in the same manner as the 423 Component.


 


(c)            The
Company, by means of the Plan, seeks to retain the services of Eligible Employees, to secure and retain the services of new Employees
and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.


 


2.            Administration.


 


(a)            The
Board or the Committee will administer the Plan. References herein to the Board shall be deemed to refer to the Committee except where
context dictates otherwise.


 


(b)            The
Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i)            To
determine how and when Purchase Rights will be granted and the provisions of each Offering (which need not be identical).


 


(ii)           To
designate from time to time (A) which Related Corporations will be eligible to participate in the Plan as Designated 423 Corporations,
(B) which Related Corporations or Affiliates will be eligible to participate in the Plan as Designated Non-423 Corporations, and
(C) which Designated Companies will participate in each separate Offering (to the extent that the Company makes separate Offerings).


 


(iii)         To
construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration.
The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent
it deems necessary or expedient to make the Plan fully effective.


 






    


     


    

 





(iv)           To
settle all controversies regarding the Plan and Purchase Rights granted under the Plan.


 





(v)            To
suspend or terminate the Plan at any time as provided in Section 12.


 


(vi)           To
amend the Plan at any time as provided in Section 12.


 


(vii)           Generally,
to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company and its
Related Corporations and Affiliates and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan with respect
to the 423 Component.


 


(viii)        To
adopt such rules, procedures and sub-plans as are necessary or appropriate to permit or facilitate participation in the Plan by Employees
who are non-U.S. nationals or employed or located outside the United States. Without limiting the generality of, and consistent with,
the foregoing, the Board specifically is authorized to adopt rules, procedures, and sub-plans regarding, without limitation, eligibility
to participate in the Plan, the definition of eligible “earnings,” handling and making of Contributions, establishment of
bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination
of beneficiary designation requirements, withholding procedures and handling of share issuances, any of which may vary according to applicable
requirements, and which, if applicable to a Designated Non-423 Corporation, do not have to comply with the requirements of Section 423
of the Code.


 


(c)            The
Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee,
the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been
delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized
to exercise (and references in this Plan and any Offering Document to the Board will thereafter be to the Committee or subcommittee),
subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board.
Further, to the extent not prohibited by Applicable Law, the Board or Committee may, from time to time, delegate some or all of its authority
under the Plan to one or more officers of the Company or other persons or groups of persons as it deems necessary, appropriate or advisable
under conditions or limitations that it may set at or after the time of the delegation. References
in this Plan to the Board will thereafter be to the Committee or any delegate of the Committee or Board. The Board may retain the
authority to concurrently administer the Plan with the Committee (or its delegate) and may, at any time, revest in the Board some or all
of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee (or its delegate),
the Board will have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.


 


(d)            All
determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will
be final, binding and conclusive on all persons.


 


3.           Shares
of Common Stock Subject to the Plan.


 


(a)            Subject
to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that
may be issued under the Plan will not exceed [_______]1
shares of Common Stock, plus the number of shares of Common Stock that are automatically added on January 1st of each
year for a period of up to ten years, commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount
equal to the lesser of (i) 1% of the total number of shares of Common Stock outstanding on December 31st of the preceding
calendar year, and (ii) [_______]2
shares of Common Stock. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide that there
will be no January 1st increase in the share reserve for such calendar year or that the increase in the share reserve
for such calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence.
For the avoidance of doubt, up to the maximum number of shares of Common Stock reserved under this Section 3(a) may be used
to satisfy purchases of Common Stock under the 423 Component and any remaining portion of such maximum number of shares may be used to
satisfy purchases of Common Stock under the Non-423 Component.


 





 






1 Number of shares will equal 1% of the shares of common
stock.


 






    2


     


    

 





(b)            If
any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under
such Purchase Right will again become available for issuance under the Plan.


 


(c)            The
stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by
the Company on the open market.


 


4.            Grant
of Purchase Rights; Offering.


 


(a)            The
Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering (consisting of one
or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be in such form and will contain
such terms and conditions as the Board will deem appropriate, and, with respect to the 423 Component, will comply with the requirement
of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The terms
and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate
Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference in
the document comprising the Offering or otherwise) the period during which the Offering will be effective, which period will not exceed
27 months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive.


 


(b)            If
a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms delivered to
the Company or a third party designated by the Company (each, a “Company Designee”): (i) each form will
apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or an earlier-granted
Purchase Right, if different Purchase Rights have identical exercise prices) will be exercised to the fullest possible extent before a
Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise prices)
will be exercised.


 


(c)            The
Board will have the discretion to structure an Offering so that if the Fair Market Value of a share of Common Stock on the first Trading
Day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of a share of Common Stock on the Offering
Date for that Offering, then (i) that Offering will terminate immediately as of that first Trading Day, and (ii) the Participants
in such terminated Offering will be automatically enrolled in a new Offering beginning on the first Trading Day of such new Purchase Period.


 





 






2 Number of shares will equal 3% of the shares of
common stock.


 






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5.            Eligibility.


 





(a)            Purchase
Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 2(b), to Employees
of a Related Corporation or an Affiliate. Except as provided in Section 5(b) or as required by Applicable Law, an Employee will
not be eligible to be granted Purchase Rights unless, on the Offering Date, the Employee has been in the employ of the Company or the
Related Corporation or an Affiliate, as the case may be, for such continuous period preceding such Offering Date as the Board may require,
but in no event will the required period of continuous employment be equal to or greater than two years. In addition, the Board may (unless
prohibited by Applicable Law) provide that no Employee will be eligible to be granted Purchase Rights under the Plan unless, on the Offering
Date, such Employee’s customary employment with the Company, the Related Corporation, or the Affiliate is more than 20 hours per
week and more than five months per calendar year or such other criteria as the Board may determine consistent with Section 423 of
the Code with respect to the 423 Component. The Board may also exclude from participation in the Plan or any Offering Employees who are
 “highly compensated employees” (within the meaning of Section 423(b)(4)(D) of the Code) of the Company or a Related
Corporation or an Affiliate or a subset of such highly compensated employees.


 


(b)            The
Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will, on a date or dates
specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter, receive
a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part of that Offering. Such Purchase Right
will have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that:


 


(i)            the
date on which such Purchase Right is granted will be the “Offering Date” of such Purchase Right for all purposes, including
determination of the exercise price of such Purchase Right;


 


(ii)            the
period of the Offering with respect to such Purchase Right will begin on its Offering Date and end coincident with the end of such Offering;
and


 


(iii)            the
Board may provide that if such person first becomes an Eligible Employee within a specified period of time before the end of the Offering,
he or she will not receive any Purchase Right under that Offering.


 


(c)            No
Employee will be eligible for the grant of any Purchase Rights under the 423 Component if, immediately after any such Purchase Rights
are granted, such Employee owns stock possessing five percent or more of the total combined voting power or value of all classes of stock
of the Company or of any Related Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of the
Code will apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase
Rights and options will be treated as stock owned by such Employee.


 


(d)            As
specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights under the 423 Component only
if such Purchase Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related
Corporations, do not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to accrue
at a rate which, when aggregated, exceeds U.S. $25,000 of Fair Market Value of such stock (determined at the time such rights are granted,
and which, with respect to the Plan, will be determined as of their respective Offering Dates) for each calendar year in which such rights
are outstanding at any time.


 






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(e)            Officers
of the Company and any Designated Company, if they are otherwise Eligible Employees, will be eligible to participate in Offerings under
the Plan. Notwithstanding the foregoing, the Board may (unless prohibited by Applicable Law) provide in an Offering that Employees who
are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to participate.


 





(f)            Notwithstanding
anything in this Section 5 to the contrary, in the case of an Offering under the Non-423 Component, an Eligible Employee (or group
of Eligible Employees) may be excluded from participation in the Plan or an Offering if the Board has determined, in its sole discretion,
that participation of such Eligible Employee(s) is not advisable or practical for any reason (unless prohibited by Applicable Law).


 


(g)            Notwithstanding
anything in this Section 5 or the remaining provisions of the Plan to the contrary, in the case of an Offering under the Non-423
Component, the Board may provide that Consultants of a Designated Non-423 Corporation are eligible to participate in the Plan, provided
the Consultants otherwise meet the eligibility criteria set forth in this Section 5, as determined by the Board (unless prohibited
by Applicable Law) Any references in this Plan to Employees and Eligible Employees shall encompass references to Consultants, as appropriate,
and any reference to employment shall encompass references to services as a Consultant, as appropriate.


 


6.            Purchase
Rights; Purchase Price.


 


(a)            On
each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase Right to purchase
up to that number of shares of Common Stock purchasable either with a percentage of earnings (as defined by the Board in each Offering)
or with a maximum dollar amount, as designated by the Board, during the period that begins on the Offering Date (or such later date as
the Board determines for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end
of the Offering.


 


(b)            The
Board will establish one or more Purchase Dates during an Offering on which Purchase Rights granted for that Offering will be exercised
and shares of Common Stock will be purchased in accordance with such Offering.


 


(c)            In
connection with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common Stock that may
be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common Stock
that may be purchased by all Participants pursuant to such Offering and/or (iii) a maximum aggregate number of shares of Common Stock
that may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock
issuable upon exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence
of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the shares of Common
Stock (rounded down to the nearest whole share) available will be made in as nearly a uniform manner as will be practicable and equitable.


 


(d)            The
purchase price of shares of Common Stock acquired pursuant to Purchase Rights will be not less than the lesser of:


 


(i)            an
amount equal to 85% of the Fair Market Value of the shares of Common Stock on the Offering Date; or


 


(ii)           an
amount equal to 85% of the Fair Market Value of the shares of Common Stock on the applicable Purchase Date.


 






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7.            Participation;
Withdrawal; Termination.


 


(a)            An
Eligible Employee may elect to participate in an Offering and authorize payroll deductions as the means of making Contributions by completing
and delivering to the Company or a Company Designee, within the time specified for the Offering, an enrollment form provided by the Company
or Company Designee. The enrollment form will specify the amount of Contributions not to exceed the maximum amount specified by the Board.
Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited
with the general funds of the Company except where Applicable Law requires that Contributions be held separately or deposited with a third
party. If permitted in the Offering, a Participant may begin such Contributions with the first payroll occurring on or after the Offering
Date (or, in the case of a payroll date that occurs after the end of the prior Offering but before the Offering Date of the next new Offering,
Contributions from such payroll will be included in the new Offering). If permitted in the Offering, a Participant may thereafter reduce
(including to zero) or increase his or her Contributions. If required under Applicable Law or if specifically provided in the Offering,
in addition to or instead of making Contributions by payroll deductions, a Participant may make Contributions through payment by cash,
check or wire transfer prior to a Purchase Date.


 


(b)            During
an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company or a Company Designee
a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon such withdrawal,
such Participant’s Purchase Right in that Offering will immediately terminate and the Company will distribute as soon as practicable
to such Participant all of his or her accumulated but unused Contributions and such Participant’s Purchase Right in that Offering
shall thereupon terminate. A Participant’s withdrawal from that Offering will have no effect upon his or her eligibility to participate
in any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment form to participate in subsequent
Offerings.


 


(c)            Unless
otherwise required by Applicable Law, Purchase Rights granted pursuant to any Offering under the Plan will terminate immediately if the
Participant either (i) is no longer an Employee for any reason or for no reason (subject to any post-employment participation period
required by Applicable Law) or (ii) is otherwise no longer eligible to participate. The Company will distribute as soon as practicable
to such individual all of his or her accumulated but unused Contributions, without interest.


 


(d)            Unless
otherwise determined by the Board, a Participant whose employment transfers or whose employment terminates with an immediate rehire (with
no break in service) by or between the Company and a Designated Company or between Designated Companies will not be treated as having
terminated employment for purposes of participating in the Plan or an Offering; however, if a Participant transfers from an Offering under
the 423 Component to an Offering under the Non-423 Component, the exercise of the Participant’s Purchase Right will be qualified
under the 423 Component only to the extent such exercise complies with Section 423 of the Code. If a Participant transfers from an
Offering under the Non-423 Component to an Offering under the 423 Component, the exercise of the Purchase Right will remain non-qualified
under the Non-423 Component. The Board may establish different and additional rules governing transfers between separate Offerings
within the 423 Component and between Offerings under the 423 Component and Offerings under the Non-423 Component.


 






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(e)            During
a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable by
a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation
as described in Section 10.


 


(f)            Unless
otherwise specified in the Offering or as required by Applicable Law, the Company will have no obligation to pay interest on Contributions.


 


8.            Exercise
of Purchase Rights.


 


(a)            On
each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock, up to
the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the
Offering. No fractional shares will be issued unless specifically provided for in the Offering.


 


(b)            Unless
otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase
of shares of Common Stock on the final Purchase Date of an Offering, then such remaining amount will not roll over to the next Offering
and will instead be distributed in full to such Participant after the final Purchase Date of such Offering as soon as practicable without
interest (unless otherwise required by Applicable Law).


 


(c)            No
Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered
by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S.
and non-U.S. federal, state, and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the shares
of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date,
and the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement and the
Plan is in material compliance, except that the Purchase Date will in no event be more than 27 months from the Offering Date. If, on the
Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the Plan is not in material
compliance with all Applicable Law, as determined by the Company in its sole discretion, no Purchase Rights will be exercised and all
accumulated but unused Contributions will be distributed to the Participants without interest (unless the payment of interest is otherwise
required by Applicable Law).


 


9.            Covenants
of the Company.


 


The Company will seek to obtain
from each U.S. and non-U.S. federal, state or other regulatory commission, agency or other Governmental Body having jurisdiction over
the Plan such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder unless the Company
determines, in its sole discretion, that doing so is not practical or would cause the Company to incur costs that are unreasonable. If,
after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for
the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the
Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of
such Purchase Rights.


 






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10.          Designation
of Beneficiary.


 


(a)            The
Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any shares of Common
Stock and/or Contributions from the Participant’s account under the Plan if the Participant dies before such shares and/or Contributions
are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such designation of beneficiary.
Any such designation and/or change must be on a form approved by the Company.


 


(b)            If
a Participant dies, and in the absence of a valid beneficiary designation, the Company will deliver any shares of Common Stock and/or
Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to
the knowledge of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock and/or Contributions, without
interest (unless the payment of interest is otherwise required by Applicable Law), to the Participant’s spouse, dependents or relatives,
or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.








 


11.          Adjustments
upon Changes in Common Stock; Corporate Transactions.


 


(a)            In
the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum
number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities by which
the share reserve is to increase automatically each year pursuant to Section 3(a), (iii) the class(es) and number of securities
subject to, and the purchase price applicable to outstanding Offerings and Purchase Rights, and (iv) the class(es) and number of
securities that are the subject of the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination
will be final, binding and conclusive.


 


(b)            In
the event of a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or the surviving or acquiring
corporation’s parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a right
to acquire the same consideration paid to the stockholders in the Corporate Transaction) for outstanding Purchase Rights, or (ii) if
any surviving or acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute
similar rights for such Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase shares of Common
Stock (rounded down to the nearest whole share) within ten business days (or such other period specified by the Board) prior to the Corporate
Transaction under the outstanding Purchase Rights, and the Purchase Rights will terminate immediately after such purchase.


 


12.          Amendment,
Termination or Suspension of the Plan.


 


(a)            The
Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in Section 11(a) relating
to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder approval is required
by Applicable Law.


 


(b)            The
Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended or after
it is terminated.


 






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Any benefits, privileges,
entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension or termination of the Plan
will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person to whom
such Purchase Rights were granted, (ii) as necessary to facilitate compliance with Applicable Law, listing requirements, or governmental
regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive
guidance issued thereunder relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance
that may be issued or amended after the date the Plan is adopted by the Board, or (iii) as necessary to obtain or maintain favorable
tax, listing, or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s consent
if such amendment is necessary to ensure that the Purchase Right and/or the Plan complies with the requirements of Section 423 of
the Code with respect to the 423 Component or with respect to other Applicable Law. Notwithstanding anything in the Plan or any Offering
Document to the contrary, the Board will be entitled to: (i) establish the exchange ratio applicable to amounts withheld in a currency
other than U.S. dollars; (ii) permit Contributions in excess of the amount designated by a Participant in order to adjust for mistakes
in the Company’s processing of properly completed Contribution elections; (iii) establish reasonable waiting and adjustment
periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant
properly correspond with amounts withheld from the Participant’s Contributions; (iv) amend any outstanding Purchase Rights
or clarify any ambiguities regarding the terms of any Offering to enable the Purchase Rights to qualify under and/or comply with Section 423
of the Code with respect to the 423 Component; and (v) establish other limitations or procedures as the Board determines in its sole
discretion advisable that are consistent with the Plan. The actions of the Board pursuant to this paragraph will not be considered to
alter or impair any Purchase Rights granted under an Offering as they are part of the initial terms of each Offering and the Purchase
Rights granted under each Offering.








 


13.           Tax
Qualification; Tax Withholding.


 


(a)            Although
the Company may endeavor to (i) qualify a Purchase Right for special tax treatment under the laws of the United States or jurisdictions
outside of the United States or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly
disavows any covenant to maintain special or to avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan. 
The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants.


 


(b)            Each
Participant will make arrangements, satisfactory to the Company and any applicable Related Corporation or Affiliate, to enable the Company
or the Related Corporation or Affiliate to fulfill any withholding obligation for Tax-Related Items. Without limitation to the foregoing,
in the Company’s sole discretion and subject to Applicable Law, such withholding obligation may be satisfied in whole or in part
by (i) withholding from the Participant’s salary or any other cash payment due to the Participant from the Company or a Related
Corporation or Affiliate; (ii) withholding from the proceeds of the sale of shares of Common Stock acquired under the Plan, either
through a voluntary sale or a mandatory sale arranged by the Company; or (iii) any other method deemed acceptable by the Board. The
Company shall not be required to issue any shares of Common Stock under the Plan until such obligations are satisfied.


 


14.            Effective
Date of Plan.


 


The Plan will become effective
immediately prior to and contingent upon the IPO Date. No Purchase Rights will be exercised unless and until the Plan has been approved
by the stockholders of the Company, which approval must be within 12 months before or after the date the Plan is adopted (or if required
under Section 12(a) above, materially amended) by the Board.


 


15.           Miscellaneous
Provisions.


 


(a)            Proceeds
from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company.


 


(b)            A
Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock subject
to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights are recorded
in the books of the Company (or its transfer agent) and all tax withholding obligations have been satisfied.


 


(c)            The
Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the at will nature
of a Participant’s employment or amend a Participant’s employment contract, if applicable, or be deemed to create in any way
whatsoever any obligation on the part of any Participant to continue in the employ of the Company or a Related Corporation or an Affiliate,
or on the part of the Company, a Related Corporation or an Affiliate to continue the employment of a Participant.


 






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(d)            The
provisions of the Plan will be governed by the laws of the State of Delaware without resort to that state’s conflicts of laws rules.


 


(e)            If
any particular provision of the Plan is found to be invalid or otherwise unenforceable, such provision will not affect the other provisions
of the Plan, but the Plan will be construed in all respects as if such invalid provision were omitted.


 


(f)            If
any provision of the Plan does not comply with Applicable Law, such provision shall be construed in such a manner as to comply with Applicable
Law.


 


16.          Definitions.


 


As used in the Plan, the following
definitions will apply to the capitalized terms indicated below:


 


(a)            “423
Component” means the part of the Plan, which excludes the Non-423 Component, pursuant to which Purchase Rights that satisfy
the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees.


 


(b)            “Affiliate”
means any entity, other than a Related Corporation, whether now or subsequently established, which is at the time of determination, a
 “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 promulgated under the Securities
Act. The Board may determine the time or times at which “parent” or “subsidiary” status is determined within the
foregoing definition.


 


(c)            “Applicable
Law” means the Code and any applicable U.S. and non-U.S. securities, federal, state, , material local or municipal or other
law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation, judicial
decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority
of any Governmental Body (or under the authority of the Nasdaq Stock Market or the Financial Industry Regulatory Authority).


 


(d)            “Board”
means the board of directors of the Company.


 


(e)            “Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the
Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company
through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash,
large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure
or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification
Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will
not be treated as a Capitalization Adjustment.


 






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(f)            “Code”
means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.


 


(g)            “Committee”
means a committee of one or more members of the Board to whom authority has been delegated by the Board in accordance with Section 2(c).








 


(h)            “Common
Stock” means the common stock of the Company.


 


(i)            “Company”
means MaxCyte, Inc., a Delaware corporation, and any successor thereto.


 


(j)            “Consultant”
means any person, including an advisor, who is (i) engaged by a Related Corporation or an Affiliate to render consulting or advisory
services or to otherwise act as a service provider and is compensated for such services, or (ii) serving as a member of the board
of directors of a Related Corporation or an Affiliate and is compensated for such services. However, service solely as a Director, or
payment of a fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding
the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities
Act is available to register either the offer or the sale of the Company’s securities to such person.


 


(k)            “Contributions”
means the payroll deductions, contributions made by Participants in case payroll deductions are
not permissible or problematic under Applicable Law and other additional payments specifically provided for in the Offering that
a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account
if specifically provided for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld
during the Offering through payroll deductions or other contributions.


 


(l)            “Corporate
Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more
of the following events:


 


(i)            a
sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of
the Company and its subsidiaries;


 


(ii)            a
sale or other disposition of at least 50% of the outstanding securities of the Company;


 


(iii)            a
merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv)            a
merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding
immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation
or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


(m)            “Designated
423 Corporation” means any Related Corporation selected by the Board to participate in the 423 Component.


 






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(n)            “Designated
Company” means any Designated Non-423 Corporation or Designated 423 Corporation, provided, however, that at any given time,
a Related Corporation participating in the 423 Component shall not be a Related Corporation participating in the Non-423 Component.


 


(o)            “Designated
Non-423 Corporation” means any Related Corporation or Affiliate selected by the Board to participate in the Non-423 Component.


 


(p)            “Director”
means a member of the Board.


 


(q)            “Eligible
Employee” means an Employee who meets the requirements set forth in the document(s) governing the Offering for eligibility
to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the
Plan.








 


(r)            “Employee”
means any person, including an Officer or Director, who is “employed” for purposes of Section 423(b)(4) of the Code
by the Company or a Related Corporation, or solely with respect to the Non-423 Component, an Affiliate. However, service solely as a Director,
or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.


 


(s)            “Employee
Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under an “employee stock
purchase plan,” as that term is defined in Section 423(b) of the Code.


 


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


 


(u)            “Fair
Market Value” means, as of any date, the value of the Common Stock determined as follows:


 


(i)            If
the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of
Common Stock will be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest
volume of trading in the Common Stock) on the date of determination, as reported in such source as the Board deems reliable. Unless otherwise
provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value
will be the closing sales price on the last preceding date for which such quotation exists.


 


(ii)            In
the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith in compliance with
Applicable Law and, to the extent applicable as determined in the sole discretion of the Board, in a manner that complies with Section 409A
of the Code.


 


(iii)            Notwithstanding
the foregoing, for any Offering that commences on the IPO Date, the Fair Market Value of the shares of Common Stock on the Offering Date
will be the price per share at which shares are first sold to the public in the Company’s initial public offering as specified in
the final prospectus for that initial public offering.


 


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


 






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(w)            “IPO
Date” means the date of the underwriting agreement between the Company and the underwriters managing the initial public
offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.


 


(x)            “Non-423
Component” means the part of the Plan, which excludes the 423 Component, pursuant to which Purchase Rights that are not
intended to satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees.








 


(y)            “Offering”
means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase Rights automatically occurring at the end
of one or more Purchase Periods. The terms and conditions of an Offering will generally be set forth in the “Offering Document”
approved by the Board for that Offering.


 


(z)            “Offering
Date” means a date selected by the Board for an Offering to commence.


 


(aa)          “Officer”
means a person who is an officer of the Company or a Related Corporation within the meaning of Section 16 of the Exchange Act.


 


(bb)         “Participant”
means an Eligible Employee who holds an outstanding Purchase Right.


 


(cc)         “Plan”
means this MaxCyte, Inc. 2021 Employee Stock Purchase Plan, as amended from time to time, including both the 423 Component and the
Non-423 Component.


 


(dd)         “Purchase
Date” means one or more dates during an Offering selected by the Board on which Purchase Rights will be exercised and on
which purchases of shares of Common Stock will be carried out in accordance with such Offering.


 


(ee)         “Purchase
Period” means a period of time specified within an Offering, generally beginning on the Offering Date or on the first Trading
Day following a Purchase Date, and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods.


 


(ff)         “Purchase
Right” means an option to purchase shares of Common Stock granted pursuant to the Plan.


 


(gg)         “Related
Corporation” means any “parent corporation” or “subsidiary corporation” of the Company whether now
or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.


 


(hh)         “Securities
Act” means the United States Securities Act of 1933, as amended.


 


(ii)            “Tax-Related
Items” means any income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related
items arising out of or in relation to a Participant’s participation in the Plan, including, but not limited to, the exercise of
a Purchase Right and the receipt of shares of Common Stock or the sale or other disposition of shares of Common Stock acquired under the
Plan.


 






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(jj)         “Trading
Day” means any day on which the exchange(s) or market(s) on which shares of Common Stock are listed, including
but not limited to the NYSE, Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or any successors thereto,
is open for trading.


 






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