exv10w29






Exhibit 10.29



THE SECURITIES REPRESENTED HEREBY AND THE UNDERLYING SECURITIES THAT MAY BE PURCHASED UPON
EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT
TO REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE
EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY
“US PERSON” (WITHIN THE MEANING OF REGULATION S UNDER THE ACT) UNLESS REGISTERED UNDER THE ACT OR
AN EXEMPTION FROM REGISTRATION IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF
THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS WITH RESPECT TO THESE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.




QLIK TECHNOLOGIES INC.

OMNIBUS STOCK OPTION AND AWARD PLAN




NON-QUALIFIED STOCK OPTION AWARD AGREEMENT



     THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made and entered into as
of the 1st day of October, 2004, by and between QLIK TECHNOLOGIES INC., a Delaware
corporation (the “Corporation”), and Paul Wahl (the “Participant”).



Statement of Purpose




     The Participant is a director of the Corporation or a Subsidiary who provides, and is expected
to continue to provide, significant contributions to the success of the Corporation or a
Subsidiary. To recognize this service and to provide an incentive for future service, the
Participant is hereby granted a Non-Qualified Stock Option to purchase shares of the Corporation’s
Series A Common Stock pursuant to the terms of the Qlik Technologies Inc. Omnibus Stock Option and
Award Plan (the “Plan”). In that regard, the Corporation and the Participant desire to restrict
the sale of the shares of the Corporation’s Series A Common Stock issuable to the Participant upon
exercise of the option granted hereunder to
provide for the repurchase of such shares in certain instances on the terms and conditions
hereinafter set forth. Capitalized terms used and not otherwise defined in this Agreement shall
have the meanings set forth in the Plan.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereto, intending to be legally bound, hereby agree as follows:



     1.   Award. The Participant is hereby granted the option to purchase Three Hundred
Sixty Thousand (360,000) shares of the Corporation’s Series A Common Stock (the “Option”).
The Option Period shall commence on the Grant Date, October 1, 2005, and shall terminate on
September 30, 2014. The Option Price shall be $0.63 per share.



     2.   Vesting and Exercise of Options. Except as otherwise provided hereunder, the
Option shall vest and be exercisable from time to time in accordance with the following schedule
(purchases may be cumulative); provided, that as of each such date the Participant is still serving
as a director of the Corporation or a Subsidiary:



 









 





     On or after the dates set forth below, the right to purchase up to the following number of
shares subject to the Option may be exercised:



	 	 	 	 	 
	Date	 	Number of Shares
	 
	 	 	 	 
	October 31, 2004
	 	 	15,000	 
	November 30, 2004
	 	 	15,000	 
	December 31, 2004
	 	 	15,000	 
	January 31, 2005
	 	 	15,000	 
	February 28, 2005
	 	 	15,000	 
	March 31, 2005
	 	 	15,000	 
	April 30, 2005
	 	 	15,000	 
	May 31, 2005
	 	 	15,000	 
	June 30, 2005
	 	 	15,000	 
	July 31, 2005
	 	 	15,000	 
	August 31, 2005
	 	 	15,000	 
	September 30, 2005
	 	 	15,000	 
	October 31, 2005
	 	 	15,000	 
	November 30, 2005
	 	 	15,000	 
	December 31, 2005
	 	 	15,000	 
	January 31, 2006
	 	 	15,000	 
	February 28, 2006
	 	 	15,000	 
	March 31, 2006
	 	 	15,000	 
	April 30, 2006
	 	 	15,000	 
	May 31, 2006
	 	 	15,000	 
	June 30, 2006
	 	 	15,000	 
	July 31, 2006
	 	 	15,000	 
	August 31, 2006
	 	 	15,000	 
	September 30, 2006
	 	 	15,000	 






     3.     Termination of Options.



     (a)     The Option may not be exercised after the expiration of the Option Period and is only
exercisable as provided in Section 4 of this Agreement. The Option hereby granted shall terminate
and be of no force or effect upon the expiration of the Option Period. In addition, if the
Participant has a Termination of Service during the Option Period for any reason, the unvested
portion of the Option shall terminate.



     (b)     Subject to the limitations set forth in this Agreement and in the Plan, the Participant
may exercise the vested portion of the Option in whole or in part at any time or from time to time
from the Grant Date until the first to occur of:




     (i)     three months following the date of the Participant’s Termination of Service for any
reason other than death or Disability;




     (ii)     one year following the date of the Participant’s death, if a director at the time
of death (during which one year period the Option may be exercised (to the extent otherwise
exercisable) by the person to whom the Participant’s rights hereunder shall have passed by
will or by the laws of descent and distribution (hereinafter, a “Successor”));



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     (iii)     one year following the date of the Participant’s Termination of Service due to
Disability; or




     (iv)     the expiration of the Option Period.



     4. Exercise of Options.



     (a)     Notice of Exercise. The Option may be exercised by written notice to the
Corporation at the address set forth in Section 10 hereof, or such other address to which the
principal office of the Corporation may be relocated, which notice shall: (i) be signed by the
Participant (or, if applicable, by the Participant’s Successors); (ii) state the number of shares
with respect to which the Option is being exercised; and (iii) contain such other information as
the Committee may require.



     (b)     Payment of Option Price. Payment in full of the Option Price shall be made at the
time of the written notice of exercise of the Option: (i) in cash or by check payable to the order
of the Corporation; (ii) by delivery of shares of Series A Common Stock already owned by and in the
Participant’s possession; or (iii) any combination thereof. Shares of Series A Common Stock which
the Participant previously held and surrendered in accordance with rules and regulations adopted by
the Committee for the purpose of making full or partial payment of the Option Price shall be valued
for such purpose at the Fair Market Value thereof on the date the Option, or portion thereof, is
exercised.



     (c)     Conditions to Exercise. As a condition to the exercise of the Option and the
issuance of shares of the Corporation’s Series A Common Stock upon exercise thereof, the
Corporation may:




     (i)     require the Participant to satisfy any qualifications that may be necessary or
appropriate to evidence compliance with any applicable law or regulation and make any
representation or warranty with respect thereto as may be requested by the Corporation; and




     (ii)     obtain such agreements or undertakings from the Participant, if any, as the
Corporation may deem necessary or advisable to insure that the Participant is bound with
respect to any transfer or other restrictions that may be contained in any agreement among,
or restricting
the rights of, the Corporation’s Series A Common Stock stockholders at the time of
exercise, or with respect to any restrictions imposed upon stockholders by underwriters in
connection with a public offering referred to in Section 9.



     (d)     Certificates. As soon as practicable after each of the Participant’s notice of
exercise described in Section 4(a) above and the Option Price have been received by the
Corporation, the Corporation shall deliver to the Participant a stock certificate registered in the
Participant’s name representing the shares of Series A Common Stock to be issued under the Option.



     (e)     Acceleration. If there is a Change of Control during the Participant’s service as
a director of the Corporation or a Subsidiary, the Option vesting schedule set forth in Section 2
above shall be accelerated by a period of 12 months measured from the date of such Change of
Control.



     5.     Representations of Participant. The Participant represents and agrees as follows:



     (a)     Ownership of Shares. Following exercise of all or a portion of the Option, the
Participant will be the owner of the shares of the Series A Common Stock of the Corporation issued
upon exercise (the “Award Shares”), free and clear of any liens or encumbrances, except for
restrictions set forth in the Plan, any agreement among the Series A Common Stock stockholders, or
otherwise referenced herein. The Participant agrees that this Agreement shall be applicable to
such Award Shares.



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     (b)     No Registration of Shares. The Participant is not a “US Person,” and is not
acquiring the Option or any Award Shares hereunder for the account or benefit of any U.S. person
within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the
“Act”). The Participant acknowledges that, in addition to the restrictions on transfer contained
in this Agreement, the Participant has been informed by the Corporation that, inasmuch as the
Option and the Award Shares have not been registered under the Securities Act of 1933, as amended
(the “Act”) such securities must be held indefinitely unless sold in accordance with Regulation S
under the Act, subsequently registered or an exemption from registration is available, and the
Participant may not engage in hedging transaction with regard to such securities unless in
compliance with the Act. The Participant further acknowledges that the Corporation is under no
obligation either to register the Award Shares or the Option or to take any action to make
available any exemption from registration or to supply any information to facilitate sales of such
securities. The Participant acknowledges that the Participant or any other person exercising the
Option must provide to the Corporation, at the time of exercise, either (1) written certification
that he or she is not a “US Person” within the meaning of Regulation S and the Option is not being
exercised on behalf of a “US Person”, or (2) a written opinion of counsel, in form and substance
satisfactory to the Corporation, to the effect that the Option and the Award Shares delivered upon
exercise thereof have been registered under the Securities Act or are exempt from registration
thereunder. The Participant represents and warrants that the Option is, and any Award Shares will
be, acquired by the Participant for investment and not with a view to the distribution thereof and
that, under no circumstances, shall such securities be transferred in violation of federal or state
securities laws. The Participant further agrees that there shall be either lodged with any stock
transfer agent for the Corporation or noted on the stock transfer records of the Corporation a stop
transfer order against the Award Shares and that there shall be imprinted upon the certificate or
certificates issued to the Participant evidencing such Award Shares a legend reading substantially
as follows:




“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
AN AVAILABLE EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS. HEDGING TRANSACTIONS WITH RESPECT TO THESE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE ACT.”



     6.     Corporation’s Right to Repurchase Award Shares following Termination of Service.



     (a)     If there is a Termination of Service with respect to the Participant for any reason at
anytime (including, without limitation, the Participant’s death or Disability), then the
Corporation shall have the right, but not the obligation, to repurchase any Award Shares at a
purchase price per share determined as set forth in Section 6(b) below.



4









 





     (b)     The Corporation’s right to repurchase Award Shares following the Participant’s Termination
of Service as provided in Section 6(a) above may be exercised in whole or in part by the
Corporation, if at all, by the Corporation’s delivery to the Participant, within the 90 days
following the Termination of Service, of written notice of the Corporation’s election to exercise.
Such notice shall set forth the number of Award Shares to be purchased and the date and time of
closing of the purchase; provided that the date specified for closing shall not be less than ten
(10) days nor more than thirty (30) days from the date of the notice of election to exercise. To
the extent the Corporation does not initially elect to purchase all of the Award Shares hereunder
in its first written notice of election to exercise, the Corporation may, within the 120-day period
specified herein, elect to exercise its right to purchase any remaining Award Shares by delivering
to the Participant an additional written notice(s) of election to exercise in the manner provided
above; provided, however, that unless otherwise agreed by the parties, the closing date for all
purchases under this Section 6 shall be on the closing date set forth in the initial notice. On or
before the closing set forth in the notice(s) of election to exercise, the Participant shall
deliver to the Corporation the certificates representing the Award Shares being purchased, duly
endorsed for transfer to the Corporation, together with such additional documents or instruments of
transfer as the Corporation may request, in accordance with such notice. The Corporation shall
thereafter promptly send to the Participant payment for such purchase by check or wire transfer
based on a per share purchase price determined as follows:




     (i)     Termination of Service for Any Reason Other than Termination for Cause. If
the Participant’s Termination of Service is for any reason other than the removal of the
Participant with Cause (as defined below), including, without limitation, the Participant’s
death, Disability or resignation by the Participant, then the per share purchase price of
the Award Shares shall be their Fair Market Value.




     (ii)     Termination of Service Due to Participant’s Termination for Cause. If the
Participant’s Termination of Service is due to the removal of the Participant with Cause,
then the per share price of the Award Shares shall be the Option Price per share paid by the
Participant for such Award Shares, as adjusted for any stock splits, stock dividends,
recapitalizations or the like (the “Participant’s Original Cost”).



     (c)     Definition of “Cause”. For purposes of this Agreement, the term “Cause” shall
mean removal: (i) because of willful misconduct of a material nature by the Participant in
connection with the performance of the Participant’s duties as a director; (ii) because of the
Participant’s use of alcohol or illegal drugs that affects the Participant’s ability to perform his
or her assigned duties as a director; (iii) because of the Participant’s conviction of a felony or
serious misdemeanor involving moral turpitude; (iv) because of the Participant’s embezzlement or
theft from the Corporation; (v) because of the Participant’s gross inattention to or dereliction of
duty; or (vi) because of performance by the Participant of any other willful act(s) which the
Participant knew or reasonably should have known would be materially detrimental to the
Corporation.



     7.     Corporation’s Right of First Refusal.



     (a)     If at any time the Participant proposes to Transfer (as defined in Section 7(g) below) any
Award Shares (including, without limitation, any securities acquired upon conversion thereof or by
way of any stock split, stock dividend, recapitalization or the like), then the Participant shall
promptly give the Corporation advance written notice of the Participant’s intention to make the
Transfer (the “Transfer Notice”). The Transfer Notice shall include: (i) a description of the
Award Shares to be transferred (the “Offered Shares”), (ii) the name(s) and address(es) of the
prospective transferee(s), (iii) the consideration, and (iv) the material terms and conditions upon
which the proposed Transfer is to be made. The Transfer Notice shall certify that the Participant
has received a bona fide firm offer from the prospective



5









 







transferee(s) and in good faith believes a
binding agreement for the Transfer is obtainable on the terms set forth in the Transfer Notice.
The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of
intent or other agreement relating to the proposed Transfer. In the event that the transfer is
being made pursuant to the provisions of Section 7(e), the Transfer Notice shall state under which
specific subsection the Transfer is being made.



     (b)     The Corporation shall have the right, but not the obligation, for a period of thirty (30)
days from receipt by the Corporation of the Transfer Notice to elect to purchase the Offered Shares
at the same price and subject to the same material terms and conditions as described in the
Transfer Notice. The Corporation may exercise such purchase option and purchase all or any portion
of the Offered Shares by notifying the Participant in writing before expiration of such thirty (30)
day period as to the number of such Offered Shares that the Corporation wishes to purchase. If the
Corporation gives the Participant notice that it desires to purchase such shares, then payment for
the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be
purchased at a place agreed upon between the parties and at the time of the scheduled closing
therefor, which shall be no later than sixty (60) days after receipt by the Corporation of the
Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective
third-party transferee(s) or unless the value of the purchase price has not yet been established
pursuant to Section 7(c).



     (c)     Should the purchase price specified in the Transfer Notice be payable in property other
than cash or evidences of indebtedness, the Corporation shall have the right to pay the purchase
price in the form of cash equal in amount to the fair market value of such property. If the
Participant and the Corporation cannot agree on such cash value within thirty (30) days after
receipt by the Corporation of the Transfer Notice, the valuation shall be made by an appraiser of
recognized standing in the United States selected by the Participant and the Corporation or, if
they cannot agree on an appraiser within forty (40) days after receipt by the Corporation of the
Transfer Notice, each shall select an appraiser of recognized standing in the United States and
those appraisers shall designate a third appraiser of recognized standing in the United States,
whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared
equally by the Participant and the Corporation. If the time for the closing of the Corporation’s
purchase has expired but the determination of the value of the purchase price
offered by the prospective transferee(s) has not been finalized, then such closing shall be
held on or prior to the tenth business day after such valuation shall have been made pursuant to
this Section 7(c).



     (d)     To the extent that the Corporation has not exercised its right to purchase the Offered
Shares within the time periods specified in Section 7(b), the Participant shall have a period of
thirty (30) days from the expiration of such right in which to sell the Offered Shares, upon terms
and conditions (including the purchase price) no more favorable than those specified in the
Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The
third-party transferee(s) shall acquire the Offered Shares subject to the Corporation’s continued
right of first refusal under this Agreement and must agree in writing to be bound with respect
thereto. In the event the Participant does not consummate the sale or disposition of the Offered
Shares within the thirty (30) day period from the expiration of this right, the Corporation’s first
refusal right shall continue to be applicable to any subsequent disposition of the Offered Shares
by the Participant until such right lapses in accordance with the terms of this Agreement.
Furthermore, the exercise or non-exercise of the right of the Corporation under this Section 7 to
purchase the Offered Shares from the Participant shall not adversely affect its right to make
subsequent purchases from the Participant of Offered Shares.



     (e)     Notwithstanding the provisions of Sections 7(a) and 7(b) of this Agreement, the first
refusal right of the Corporation shall not apply to: (i) the Transfer of Award Shares to any spouse
or member of the Participant’s immediate family, or to a custodian, trustee (including a trustee of
a voting trust), executor, or other fiduciary for the account of the Participant’s spouse or
members of the



6









 







Participant’s immediate family, or to a trust for the Participant’s own self, or a
charitable remainder trust, or (ii) any sale of Award Shares to the public pursuant to a
registration statement filed with, and declared effective by, the U.S. Securities and Exchange
Commission under the Act; provided, however, that in the event of any Transfer made
pursuant to one of the exemptions provided by clause (e)(i): (A) the Participant shall inform the
Corporation in writing of such Transfer prior to effecting it, and (B) each such transferee or
assignee, prior to the completion of the Transfer, shall have executed documents assuming the
obligations of the Participant under this Agreement with respect to the transferred Award Shares in
a form approved by the Corporation. Such transferred Award Shares shall remain subject to the
provisions of this Section 7, and such pledgee, transferee or donee shall be treated as the
“Participant” for purposes of this Agreement.



     (f)     Except as otherwise provided in this Agreement, the Participant will not sell, assign,
transfer, pledge, hypothecate or otherwise encumber or dispose of in any way, all of any part of or
any interest in the Award Shares. Any sale, assignment, transfer, pledge, hypothecation or other
encumbrance or disposition of Award Shares not made in conformance with this Agreement shall be
null and void, shall not be recorded on the books of the Corporation and shall not be recognized by
the Corporation.



     (g)     For purposes of this Section 7, the term “Transfer” shall include any sale, assignment,
encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or
descent, or other transfer or disposition of any kind, including, but not limited to, transfers
pursuant to divorce or legal separation, transfers to receivers, levying creditors, trustees or
receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether
voluntary, involuntarily or by operation of law, directly or indirectly, of any of the Award
Shares.



     (h) All certificates representing the Award Shares, in addition to other legends that may be
required by applicable law or pursuant to agreement of the Corporation’s stockholders, shall bear
the following legend:




“THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE IS SUBJECT TO THE TERMS
AND CONDITIONS OF A CERTAIN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT BY AND BETWEEN THE
STOCKHOLDER AND THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN
REQUEST TO THE SECRETARY OF THE CORPORATION.”



     (i)     The Corporation’s first refusal right hereunder shall terminate and be of no further force
or effect upon the earlier of: (i) the consummation of a bona fide, firmly underwritten public
offering of shares of the Corporation’s common stock at a public offering price which is not less
than $3.15 per share (as adjusted for any stock splits, stock dividends, combinations,
subdivisions, recapitalizations or the like) and greater than $30,000,000.00 in the aggregate, or
(ii) the consummation of a Liquidation Event, as that term is defined in the Corporation’s
Certificate of Incorporation (as amended from time to time).



     8.     Change of Control. Notwithstanding any provision of this Agreement to the
contrary, in the event of a Change of Control, the Corporation’s option to repurchase Award Shares
under Section 6 shall terminate simultaneously with the consummation of such Change of Control if
the Participant is serving as a director of the Corporation or a Subsidiary on the date of such
Change of Control, but in such event the Award Shares held by the Participant shall remain subject
to the Corporation’s right of first refusal under Section 7 hereof, and may be subject to
restrictions on transferability to the extent required by applicable law.



7









 





     9.     Market Stand-Off. In connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration statement filed under
the Act, including the Corporation’s initial public offering, the Participant or any person to whom
the Participant has directly or indirectly transferred any Award Shares under this Agreement (a
“Transferee”) shall not directly or indirectly sell, make any short sale of, loan, hypothecate,
pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option
or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any
of the foregoing transactions with respect to, any Award Shares acquired under this Agreement
without the prior written consent of the Corporation or its underwriters. Such restriction (the
“Market Stand-Off”) shall be in effect for such period of time following the date of the final
prospectus for the offering as may be requested by the Corporation or such underwriters. In no
event, however, shall such period exceed 180 days. The Market Stand-Off shall in any event
terminate two years after the date of the Corporation’s initial public offering. In the event of
the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio,
a recapitalization or a similar transaction affecting the Corporation’s outstanding securities
without receipt of consideration, any new, substituted or additional securities which are by reason
of such transaction distributed with respect to any Award Shares subject to the Market Stand-Off,
or into which such shares thereby become convertible, shall immediately be subject to the Market
Stand-Off. In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer
instructions with respect to the Award Shares acquired under this Agreement until the end of the
applicable stand-off period. The Corporation’s underwriters shall be beneficiaries of the
agreement set forth in this Section 9. This Section 9 shall not apply to Award Shares registered
in the public offering under the Act, and the Participant or a Transferee shall be subject to this
Section 9 only if the directors and officers of the Corporation are subject to similar
arrangements.



     10.     Notices. Any notice given hereunder must be in writing and shall be deemed given
when either personally delivered or placed in the United States mail by registered or certified
mail, return receipt requested, postage prepaid, addressed to the parties to whom such notice is
being given at the following addresses:



	 	 	 
	As to the Corporation:

	 	Qlik Technologies Inc.
	 
	 	 
	 

	 	Science Park Ideon
	 
	 	 
	 

	 	S-223 70 Lund, Sweden
	 
	 	 
	 

	 	Attention: Måns Hultman, President
	 
	 	 
	As to Participant:

	 	last address shown on the books of the Corporation






     11.     Failure to Close; Remedies. In the event that the Corporation or the Participant
shall fail or refuse for any reason whatsoever to close the sale or repurchase of Award Shares as
the Corporation or the Participant is obligated by this Agreement, then the other party to the sale
or repurchase (the “non-defaulting party”) shall have the right to exercise any one or more of the
following rights and remedies:



     (a)     The non-defaulting party shall have the right to recover damages from the defaulting party
for any loss or damage, including reasonable attorneys’ fees, sustained by the non-defaulting party
as a result of such default.



8









 





     (b)     The non-defaulting party shall have the right to specifically enforce this Agreement by
seeking an injunction prohibiting the defaulting party from violating the terms of this Agreement
and requiring the defaulting party to purchase or sell the Award Shares, as the case may be.


The rights and remedies of the non-defaulting party under this Section 11 are cumulative and not
alternative and shall be in addition to any and all other rights and remedies available to the
non-defaulting party at law or in equity.




     12.     Gifts. Nothing contained in this Agreement shall be construed or interpreted so
as to authorize or permit the Participant to transfer the Option by gift to any person or entity.



     13.     Entire Agreement. This Agreement and the Plan contain the entire understanding
and agreement by and between the parties hereto relating to the subject matter hereof and all prior
or contemporaneous oral or written agreements or instruments are merged herein. No amendment to or
modification of this Agreement shall be effective unless the same is in writing and signed by all
parties hereto. No waiver by any party of any breach by the other of any provision of this
Agreement shall be deemed to be a waiver of any other breaches thereof or the waiver of any such or
other provision of this Agreement. Subject to the restrictions on assignment and transfer set
forth hereinabove, this Agreement shall be binding upon and inure to the benefit of the parties
hereto, their estates, personal representatives, successors and assigns.



     14.     Severability. If any provision of this Agreement is declared invalid or
unenforceable as a matter of law, such invalidity or unenforceability shall not affect or impair
the validity or enforceability of any other provisions of this Agreement or the remainder of this
Agreement as a whole.



     15.     Applicable Law. The validity, construction, interpretation or performance of this
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.



     16.     Construction. Section headings and subheadings have been inserted herein for
convenience only and shall not be deemed to have any legal effect whatever in the interpretation of
this Agreement. As used herein, the singular shall include the plural, and the plural and
singular. The word “any” means one or more or all, and the conjunction “or” includes both the
conjunctive and disjunctive.



     17.     Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed to be an original, and all of which taken together shall constitute one and
the same instrument.



     18.     No Rights as a Stockholder Until Exercise. Under the Plan, neither the
Participant nor, if applicable, his or her personal representative, shall be nor have any rights or
privileges of a stockholder of the Corporation with respect to any shares of the Corporation’s
Series A Common Stock which may be acquired upon the exercise of the Option, in whole or in part,
prior to the date upon which the Option is actually exercised for such shares in accordance with
the provisions of Section 4 hereof and the certificates representing such shares are issued.



     19.     Tax Treatment. The Option is not deemed to be an Incentive Stock Option
and therefore does not qualify for special tax treatment under Section 422 of the Code.



[Signature page follows]



9









 







     IN WITNESS WHEREOF, the Corporation and Participant have caused the execution of this
Agreement as of the date hereof, each intending to be legally bound hereby.



	 	 	 	 	 
	 	QLIK TECHNOLOGIES INC.

 	 
	 	By:  	/s/       Måns Hultman
 	 
	 	 	Name:  	Måns Hultman 	 
	 	 	Title:  	President 	 
	 
	 	PARTICIPANT

 	 
	 	By:  	/s/ Paul Wahl
 	 
	 	 	Print Name: Paul Wahl 	 
	 	 	 	 




10











 




THE SECURITIES REPRESENTED HEREBY AND THE UNDERLYING SECURITIES THAT MAY BE PURCHASED UPON
EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT
TO REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE
EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY
“US PERSON” (WITHIN THE MEANING OF REGULATION S UNDER THE ACT) UNLESS REGISTERED UNDER THE ACT OR
AN EXEMPTION FROM REGISTRATION IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF
THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS WITH RESPECT TO THESE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.




QLIK TECHNOLOGIES INC.

OMNIBUS STOCK OPTION AND AWARD PLAN




NON-QUALIFIED STOCK OPTION AWARD AGREEMENT



     THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made and entered
into as of the 28th day of February, 2007, by and between QLIK TECHNOLOGIES INC., a
Delaware corporation (the “Corporation”), and Paul Wahl (the “Participant”).



Statement of Purpose




     The Participant is a member of the Board of Directors of the Corporation or a Subsidiary who
provides, and is expected to continue to provide, significant contributions to the success of the
Corporation or a Subsidiary. To recognize this service and to provide an incentive for future
service, the Participant is hereby granted a Non-Qualified Stock Option to purchase shares of the
Corporation’s Series A Common Stock pursuant to the terms of the Qlik Technologies Inc. Omnibus
Stock Option and Award Plan (the “Plan”). In that regard, the Corporation and the Participant
desire to restrict the sale of the shares of the Corporation’s Series A Common Stock issuable to
the Participant upon exercise of the option granted hereunder to provide for the repurchase of such
shares in certain instances on the terms and conditions hereinafter set forth. Capitalized terms
used and not otherwise defined in this Agreement shall have the meanings set forth in the Plan.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereto, intending to be legally bound, hereby agree as follows:



     1.    Award. The Participant is hereby granted the option to purchase one hundred
thousand (100,000) shares of the Corporation’s Series A Common Stock (the “Option”). The
Option Period shall commence on the Grant Date, February 28th 2007, and shall terminate
on February 28h, 2017. The Option Price shall be $0,6298 per share.



     2.    Vesting and Exercise of Options. Except as otherwise provided hereunder, the
Option shall vest and be exercisable from time to time in accordance with the following schedule
(purchases may
be cumulative); provided, that as of each such date the Participant is still a member of the
Board of Directors of the Corporation or a Subsidiary:



 









 





     On or after the dates set forth below, the right to purchase up to the following number of
shares subject to the Option may be exercised:



	 	 	 	 	 
	DATE	 	# OF SHARES
	 
	 	 	 	 
	June 30th, 2007
	 	 	12,500	 
	September 30th, 2007
	 	 	12,500	 
	December 30th, 2007
	 	 	12,500	 
	March 30th, 2008
	 	 	12,500	 
	June 30th, 2008
	 	 	12,500	 
	September 30th, 2008
	 	 	12,500	 
	December 30th, 2008
	 	 	12,500	 
	March 30th, 2009
	 	 	12,500	 
	 
	 	 	 	 
	 
	 	 	 	 
	Total
	 	 	100,000	 
	 
	 	 	 	 






     3.     Termination of Options.



     (a)     The Option may not be exercised after the expiration of the Option Period and is only
exercisable as provided in Section 4 of this Agreement. The Option hereby granted shall terminate
and be of no force or effect upon the expiration of the Option Period. In addition, if the
Participant has a Termination of Service during the Option Period for any reason, the unvested
portion of the Option shall terminate.



     (b)     Subject to the limitations set forth in this Agreement and in the Plan, the Participant
may exercise the vested portion of the Option in whole or in part at any time or from time to time
from the Grant Date until the first to occur of:




     (i)     three months following the date of the Participant’s Termination of Service for any
reason other than death or Disability;




     (ii)     one year following the date of the Participant’s death, if an employee at the time
of death (during which one year period the Option may be exercised (to the extent otherwise
exercisable) by the person to whom the Participant’s rights hereunder shall have passed by
will or by the laws of descent and distribution (hereinafter, a “Successor”));




     (iii)     one year following the date of the Participant’s Termination of Service due to
Disability; or




     (iv)     the expiration of the Option Period.



     4.     Exercise of Options.



     (a)     Notice of Exercise. The Option may be exercised by written notice to the
Corporation at the address set forth in Section 10 hereof, or such other address to which the
principal office of the Corporation may be relocated, which notice shall: (i) be signed by the
Participant (or, if applicable, by the
Participant’s Successors); (ii) state the number of shares with respect to which the Option is
being exercised; and (iii) contain such other information as the Committee may require.



2









 





     (b)     Payment of Option Price. Payment in full of the Option Price shall be made at the
time of the written notice of exercise of the Option: (i) in cash or by check payable to the order
of the Corporation; (ii) by delivery of shares of Series A Common Stock already owned by and in the
Participant’s possession; or (iii) any combination thereof. Shares of Series A Common Stock which
the Participant previously held and surrendered in accordance with rules and regulations adopted by
the Committee for the purpose of making full or partial payment of the Option Price shall be valued
for such purpose at the Fair Market Value thereof on the date the Option, or portion thereof, is
exercised.



     (c)     Conditions to Exercise. As a condition to the exercise of the Option and the
issuance of shares of the Corporation’s Series A Common Stock upon exercise thereof, the
Corporation may:




     (i)     require the Participant to satisfy any qualifications that may be necessary or
appropriate to evidence compliance with any applicable law or regulation and make any
representation or warranty with respect thereto as may be requested by the Corporation; and




     (ii)     obtain such agreements or undertakings from the Participant, if any, as the
Corporation may deem necessary or advisable to insure that the Participant is bound with
respect to any transfer or other restrictions that may be contained in any agreement among,
or restricting the rights of, the Corporation’s Series A Common Stock stockholders at the
time of exercise, or with respect to any restrictions imposed upon stockholders by
underwriters in connection with a public offering referred to in Section 9.



     (d)     Certificates. As soon as practicable after each of the Participant’s notice of
exercise described in Section 4(a) above and the Option Price have been received by the
Corporation, the Corporation shall deliver to the Participant a stock certificate registered in the
Participant’s name representing the shares of Series A Common Stock to be issued under the Option.



     (e)     Acceleration. Upon a Change of Control, the Option vesting schedule set forth in
Section 2 above shall be fully accelerated so that all of the shares subject to the Option shall
vest on the date of such Change of Control.



     5.     Representations of Participant. The Participant represents and agrees as follows:



     (a)     Ownership of Shares. Following exercise of all or a portion of the Option, the
Participant will be the owner of the shares of the Series A Common Stock of the Corporation issued
upon exercise (the “Award Shares”), free and clear of any liens or encumbrances, except for
restrictions set forth in the Plan, any agreement among the Series A Common Stock stockholders, or
otherwise referenced herein. The Participant agrees that this Agreement shall be applicable to
such Award Shares.



     (b)     No Registration of Shares. The Participant is not a “US Person,” and is not
acquiring the Option or any Award Shares hereunder for the account or benefit of any U.S. person
within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the
“Act”). The Participant acknowledges that, in addition to the restrictions on transfer contained
in this Agreement, the Participant has been informed by the Corporation that, inasmuch as the
Option and the Award Shares have not been registered under the Securities Act of 1933, as amended
(the “Act”) such securities must be held indefinitely unless sold in accordance with Regulation S
under the Act, subsequently registered or an exemption from registration is available, and the
Participant may not engage in hedging transaction with regard to such securities unless in
compliance with the Act. The Participant further acknowledges that the
Corporation is under no obligation either to register the Award Shares or the Option
or to
take any action to make available any exemption from registration or to supply any information to
facilitate sales of such securities. The Participant acknowledges that the Participant or any
other person exercising the Option



3









 







must provide to the Corporation, at the time of exercise, either
(1) written certification that he or she is not a “US Person” within the meaning of Regulation S
and the Option is not being exercised on behalf of a “US Person”, or (2) a written opinion of
counsel, in form and substance satisfactory to the Corporation, to the effect that the Option and
the Award Shares delivered upon exercise thereof have been registered under the Securities Act or
are exempt from registration thereunder. The Participant represents and warrants that the Option
is, and any Award Shares will be, acquired by the Participant for investment and not with a view to
the distribution thereof and that, under no circumstances, shall such securities be transferred in
violation of federal or state securities laws. The Participant further agrees that there shall be
either lodged with any stock transfer agent for the Corporation or noted on the stock transfer
records of the Corporation a stop transfer order against the Award Shares and that there shall be
imprinted upon the certificate or certificates issued to the Participant evidencing such Award
Shares a legend reading substantially as follows:




“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S AND
ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF
THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES
MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS WITH RESPECT
TO THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”



     6.     Corporation’s Right to Repurchase Award Shares following Termination of Service.



     (a)     If there is a Termination of Service with respect to the Participant for any reason at
anytime (including, without limitation, the Participant’s death or Disability), then the
Corporation shall have the right, but not the obligation, to repurchase any Award Shares at a
purchase price per share determined as set forth in Section 6(b) below.



     (b)     The Corporation’s right to repurchase Award Shares following the Participant’s Termination
of Service as provided in Section 6(a) above may be exercised in whole or in part by the
Corporation, if at all, by the Corporation’s delivery to the Participant, within the 90 days
following the Termination of Service, of written notice of the Corporation’s election to exercise.
Such notice shall set forth the number of Award Shares to be purchased and the date and time of
closing of the purchase; provided that the date specified for closing shall not be less than ten
(10) days nor more than thirty (30) days from the date of the notice of election to exercise. To
the extent the Corporation does not initially elect to purchase all of the Award Shares hereunder
in its first written notice of election to exercise, the Corporation may, within the 120-day period
specified herein, elect to exercise its right to purchase any remaining Award Shares by delivering
to the Participant an additional written notice(s) of election to
exercise in the manner provided above; provided, however, that unless otherwise agreed by the
parties, the closing date for all purchases under this Section 6 shall be on the closing date set
forth in the initial notice. On or before the closing set forth in the notice(s) of election to
exercise, the Participant shall



4









 







deliver to the Corporation the certificates representing the Award
Shares being purchased, duly endorsed for transfer to the Corporation, together with such
additional documents or instruments of transfer as the Corporation may request, in accordance with
such notice. The Corporation shall thereafter promptly send to the Participant payment for such
purchase by check or wire transfer based on a per share purchase price determined as follows:




     (i)     Termination of Service for Any Reason Other than Termination for Cause. If
the Participant’s Termination of Service is for any reason other than the removal of the
Participant at any time by the Corporation with Cause (as defined below), including, without
limitation, the Participant’s death, Disability or resignation by the Participant, then the
per share purchase price of the Award Shares shall be their Fair Market Value.




     (ii)     Termination of Service Due to Participant’s Termination for Cause. If the
Participant’s Termination of Service is due to the removal of the Participant at any time by
the Corporation with Cause, then the per share price of the Award Shares shall be the Option
Price per share paid by the Participant for such Award Shares, as adjusted for any stock
splits, stock dividends, recapitalizations or the like (the “Participant’s Original Cost”).



     (c)     Definition of “Cause”. For purposes of this Agreement, the term “Cause” shall
mean removal: (i) because of willful misconduct of a material nature by the Participant in
connection with the performance of the Participant’s duties as a director; (ii) because of the
Participant’s use of alcohol or illegal drugs that affects the Participant’s ability to perform his
or her assigned duties as a director; (iii) because of the Participant’s conviction of a felony or
serious misdemeanor involving moral turpitude; (iv) because of the Participant’s embezzlement or
theft from the Corporation; (v) because of the Participant’s gross inattention to or dereliction of
duty; or (vi) because of performance by the Participant of any other willful act(s) which the
Participant knew or reasonably should have known would be materially detrimental to the
Corporation; provided, however, that prior to the determination by the Board that
“Cause” as described in clause (i), (v) or (vi) above has occurred, the Board shall (A) provide to
the Participant in writing, in reasonable detail, the reasons for the Board’s determination that
such “Cause” exists, (B) afford the participant a reasonable opportunity to remedy any such breach,
(C) provide the Participant an opportunity to be heard at the Board meeting where the final
decision to remove the Participant hereunder for such “Cause” is to be considered, and (D) make any
decision that such “Cause” exists in good faith.



     7.     Corporation’s Right of First Refusal.



     (a)     If at any time the Participant proposes to Transfer (as defined in Section 7(g) below) any
Award Shares (including, without limitation, any securities acquired upon conversion thereof or by
way of any stock split, stock dividend, recapitalization or the like), then the Participant shall
promptly give the Corporation advance written notice of the Participant’s intention to make the
Transfer (the “Transfer Notice”). The Transfer Notice shall include: (i) a description of the
Award Shares to be transferred (the “Offered Shares”), (ii) the name(s) and address(es) of the
prospective transferee(s), (iii) the consideration, and (iv) the material terms and conditions upon
which the proposed Transfer is to be made. The Transfer Notice shall certify that the Participant
has received a bona fide firm offer from the prospective transferee(s) and in good faith believes a
binding agreement for the Transfer is obtainable on the terms set forth in the Transfer Notice.
The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of
intent or other agreement relating to the proposed Transfer. In the event that the transfer
is being made pursuant to the provisions of Section 7(e), the Transfer Notice shall state
under which specific subsection the Transfer is being made.



5









 





     (b)     The Corporation shall have the right, but not the obligation, for a period of thirty (30)
days from receipt by the Corporation of the Transfer Notice to elect to purchase the Offered Shares
at the same price and subject to the same material terms and conditions as described in the
Transfer Notice. The Corporation may exercise such purchase option and purchase all or any portion
of the Offered Shares by notifying the Participant in writing before expiration of such thirty (30)
day period as to the number of such Offered Shares that the Corporation wishes to purchase. If the
Corporation gives the Participant notice that it desires to purchase such shares, then payment for
the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be
purchased at a place agreed upon between the parties and at the time of the scheduled closing
therefor, which shall be no later than sixty (60) days after receipt by the Corporation of the
Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective
third-party transferee(s) or unless the value of the purchase price has not yet been established
pursuant to Section 7(c).



     (c)     Should the purchase price specified in the Transfer Notice be payable in property other
than cash or evidences of indebtedness, the Corporation shall have the right to pay the purchase
price in the form of cash equal in amount to the fair market value of such property. If the
Participant and the Corporation cannot agree on such cash value within thirty (30) days after
receipt by the Corporation of the Transfer Notice, the valuation shall be made by an appraiser of
recognized standing in the United States selected by the Participant and the Corporation or, if
they cannot agree on an appraiser within forty (40) days after receipt by the Corporation of the
Transfer Notice, each shall select an appraiser of recognized standing in the United States and
those appraisers shall designate a third appraiser of recognized standing in the United States,
whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared
equally by the Participant and the Corporation. If the time for the closing of the Corporation’s
purchase has expired but the determination of the value of the purchase price offered by the
prospective transferee(s) has not been finalized, then such closing shall be held on or prior to
the tenth business day after such valuation shall have been made pursuant to this Section 7(c).



     (d)     To the extent that the Corporation has not exercised its right to purchase the Offered
Shares within the time periods specified in Section 7(b), the Participant shall have a period of
thirty (30) days from the expiration of such right in which to sell the Offered Shares, upon terms
and conditions (including the purchase price) no more favorable than those specified in the
Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The
third-party transferee(s) shall acquire the Offered Shares subject to the Corporation’s continued
right of first refusal under this Agreement and must agree in writing to be bound with respect
thereto. In the event the Participant does not consummate the sale or disposition of the Offered
Shares within the thirty (30) day period from the expiration of this right, the Corporation’s first
refusal right shall continue to be applicable to any subsequent disposition of the Offered Shares
by the Participant until such right lapses in accordance with the terms of this Agreement.
Furthermore, the exercise or non-exercise of the right of the Corporation under this Section 7 to
purchase the Offered Shares from the Participant shall not adversely affect its right to make
subsequent purchases from the Participant of Offered Shares.



     (e)     Notwithstanding the provisions of Sections 7(a) and 7(b) of this Agreement, the first
refusal right of the Corporation shall not apply to: (i) the Transfer of Award Shares to any spouse
or member of the Participant’s immediate family, or to a custodian, trustee (including a trustee of
a voting trust), executor, or other fiduciary for the account of the Participant’s spouse or
members of the Participant’s immediate family, or to a trust for the Participant’s own self, or a
charitable remainder trust, or (ii) any sale of Award Shares to the public pursuant to a
registration statement filed with, and declared effective by, the U.S. Securities and Exchange
Commission under the Act; provided, however, that in the
event of any Transfer made pursuant to one of the exemptions provided by clause (e)(i): (A)
the Participant shall inform the Corporation in writing of such Transfer prior to effecting it, and
(B) each such transferee or assignee, prior to the completion of the Transfer, shall have executed
documents assuming



6









 







the obligations of the Participant under this Agreement with respect to the
transferred Award Shares in a form approved by the Corporation. Such transferred Award Shares
shall remain subject to the provisions of this Section 7, and such pledgee, transferee or donee
shall be treated as the “Participant” for purposes of this Agreement.



     (f)     Except as otherwise provided in this Agreement, the Participant will not sell, assign,
transfer, pledge, hypothecate or otherwise encumber or dispose of in any way, all of any part of or
any interest in the Award Shares. Any sale, assignment, transfer, pledge, hypothecation or other
encumbrance or disposition of Award Shares not made in conformance with this Agreement shall be
null and void, shall not be recorded on the books of the Corporation and shall not be recognized by
the Corporation.



     (g)     For purposes of this Section 7, the term “Transfer” shall include any sale, assignment,
encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or
descent, or other transfer or disposition of any kind, including, but not limited to, transfers
pursuant to divorce or legal separation, transfers to receivers, levying creditors, trustees or
receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether
voluntary, involuntarily or by operation of law, directly or indirectly, of any of the Award
Shares.



     (h)     All certificates representing the Award Shares, in addition to other legends that may be
required by applicable law or pursuant to agreement of the Corporation’s stockholders, shall bear
the following legend:




“THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN NON-QUALIFIED STOCK
OPTION AWARD AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE CORPORATION. COPIES OF SUCH
AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”



     (i)     The Corporation’s first refusal right hereunder shall terminate and be of no further force
or effect upon the earlier of: (i) the consummation of a bona fide, firmly underwritten public
offering of shares of the Corporation’s common stock at a public offering price which is not less
than $3.15 per share (as adjusted for any stock splits, stock dividends, combinations,
subdivisions, recapitalizations or the like) and greater than $30,000,000.00 in the aggregate, or
(ii) the consummation of a Liquidation Event, as that term is defined in the Corporation’s
Certificate of Incorporation (as amended from time to time).



     8.     Change of Control. Notwithstanding any provision of this Agreement to the
contrary, in the event of a Change of Control, the Corporation’s option to repurchase Award Shares
under Section 6 shall terminate simultaneously with the consummation of such Change of Control if
the Participant is a member of the Board of Directors of the Corporation or a Subsidiary on the
date of such Change of Control, but in such event the Award Shares held by the Participant shall
remain subject to the Corporation’s right of first refusal under Section 7 hereof, and may be
subject to restrictions on transferability to the extent required by applicable law.



     9.     Market Stand-Off. In connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration statement filed under
the Act, including the Corporation’s initial public offering, the Participant or any person to whom
the Participant
has directly or indirectly transferred any Award Shares under this Agreement (a “Transferee”)
shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer,
grant or sell any option or other contract for the purchase of, purchase any option or other
contract for the sale of, or otherwise



7









 







dispose of or transfer, or agree to engage in any of the
foregoing transactions with respect to, any Award Shares acquired under this Agreement without the
prior written consent of the Corporation or its underwriters. Such restriction (the “Market
Stand-Off”) shall be in effect for such period of time following the date of the final prospectus
for the offering as may be requested by the Corporation or such underwriters. In no event,
however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two
years after the date of the Corporation’s initial public offering. In the event of the declaration
of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Corporation’s outstanding securities
without receipt of consideration, any new, substituted or additional securities which are by reason
of such transaction distributed with respect to any Award Shares subject to the Market Stand-Off,
or into which such shares thereby become convertible, shall immediately be subject to the Market
Stand-Off. In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer
instructions with respect to the Award Shares acquired under this Agreement until the end of the
applicable stand-off period. The Corporation’s underwriters shall be beneficiaries of the
agreement set forth in this Section 9. This Section 9 shall not apply to Award Shares registered
in the public offering under the Act, and the Participant or a Transferee shall be subject to this
Section 9 only if the directors and officers of the Corporation are subject to similar
arrangements.



     10.     Notices. Any notice given hereunder must be in writing and shall be deemed given
when either personally delivered or placed in the United States mail by registered or certified
mail, return receipt requested, postage prepaid, addressed to the parties to whom such notice is
being given at the following addresses:



	 	 	 
	As to the Corporation:

	 	Qlik Technologies Inc.
	 
	 	 
	 

	 	Science Park Ideon
	 
	 	 
	 

	 	S-223 70 Lund, Sweden
	 
	 	 
	 

	 	Attention: Måns Hultman, President
	 
	 	 
	As to Participant:

	 	last address shown on the books of the Corporation






     11.     Failure to Close; Remedies. In the event that the Corporation or the Participant
shall fail or refuse for any reason whatsoever to close the sale or repurchase of Award Shares as
the Corporation or the Participant is obligated by this Agreement, then the other party to the sale
or repurchase (the “non-defaulting party”) shall have the right to exercise any one or more of the
following rights and remedies:



     (a)     The non-defaulting party shall have the right to recover damages from the defaulting party
for any loss or damage, including reasonable attorneys’ fees, sustained by the non-defaulting party
as a result of such default.



     (b)     The non-defaulting party shall have the right to specifically enforce this Agreement by
seeking an injunction prohibiting the defaulting party from violating the terms of this Agreement
and requiring the defaulting party to purchase or sell the Award Shares, as the case may be.


The rights and remedies of the non-defaulting party under this Section 11 are cumulative and not
alternative and shall be in addition to any and all other rights and remedies available to the
non-defaulting party at law or in equity.




8









 





     12.     Gifts. Nothing contained in this Agreement shall be construed or interpreted so
as to authorize or permit the Participant to transfer the Option by gift to any person or entity.



     13.     Entire Agreement. This Agreement and the Plan contain the entire understanding
and agreement by and between the parties hereto relating to the subject matter hereof and all prior
or contemporaneous oral or written agreements or instruments are merged herein. No amendment to or
modification of this Agreement shall be effective unless the same is in writing and signed by all
parties hereto. No waiver by any party of any breach by the other of any provision of this
Agreement shall be deemed to be a waiver of any other breaches thereof or the waiver of any such or
other provision of this Agreement. Subject to the restrictions on assignment and transfer set
forth hereinabove, this Agreement shall be binding upon and inure to the benefit of the parties
hereto, their estates, personal representatives, successors and assigns.



     14.     Severability. If any provision of this Agreement is declared invalid or
unenforceable as a matter of law, such invalidity or unenforceability shall not affect or impair
the validity or enforceability of any other provisions of this Agreement or the remainder of this
Agreement as a whole.



     15.     Applicable Law. The validity, construction, interpretation or performance of this
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.



     16.     Construction. Section headings and subheadings have been inserted herein for
convenience only and shall not be deemed to have any legal effect whatever in the interpretation of
this Agreement. As used herein, the singular shall include the plural, and the plural and
singular. The word “any” means one or more or all, and the conjunction “or” includes both the
conjunctive and disjunctive.



     17.     Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed to be an original, and all of which taken together shall constitute one and
the same instrument.



     18.     No Rights as a Stockholder Until Exercise. Under the Plan, neither the
Participant nor, if applicable, his or her personal representative, shall be nor have any rights or
privileges of a stockholder of the Corporation with respect to any shares of the Corporation’s
Series A Common Stock which may be acquired upon the exercise of the Option, in whole or in part,
prior to the date upon which the Option is actually exercised for such shares in accordance with
the provisions of Section 4 hereof and the certificates representing such shares are issued.



     19.     Tax Treatment. The Option is not deemed to be an Incentive Stock Option
and therefore does not qualify for special tax treatment under Section 422 of the Code.



[Signature page follows]




9









 





     IN WITNESS WHEREOF, the Corporation and Participant have caused the execution of this
Agreement as of the date hereof, each intending to be legally bound hereby.



	 	 	 	 	 
	QLIK TECHNOLOGIES INC.

 	 
	By:  	/s/ Måns Hultman
 	 
	 	Måns Hultman 	 
	 	President 	 
	 
	PARTICIPANT

 	 
	By:  	/s/ Paul Wahl
 	 
	 	Paul Wahl 	 
	 	 	 
	 




10











 




THE SECURITIES REPRESENTED HEREBY AND THE UNDERLYING SECURITIES THAT MAY BE PURCHASED UPON
EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT
TO REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE
EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY
“US PERSON” (WITHIN THE MEANING OF REGULATION S UNDER THE ACT) UNLESS REGISTERED UNDER THE ACT OR
AN EXEMPTION FROM REGISTRATION IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF
THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS WITH RESPECT TO THESE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.




QLIK TECHNOLOGIES INC.

2007 OMNIBUS STOCK OPTION AND AWARD PLAN




NON-QUALIFIED STOCK OPTION AWARD AGREEMENT



     THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made and entered
into as of the 1st day of April, 2009, by and between QLIK TECHNOLOGIES INC., a Delaware
corporation (the “Corporation”), and Paul Wahl (the “Participant”).



Statement of Purpose




     The Participant is an employee or director of or consultant to the Corporation or a Subsidiary
who provides, and is expected to continue to provide, significant contributions to the success of
the Corporation or a Subsidiary. To recognize this service and to provide an incentive for future
service, the Participant is hereby granted a Non-Qualified Stock Option to purchase shares of the
Corporation’s Common Stock pursuant to the terms of the Qlik Technologies Inc. 2007 Omnibus Stock
Option and Award Plan (the “2007 Plan”). In that regard, the Corporation and the
Participant desire to restrict the sale of the shares of the Corporation’s Common Stock issuable to
the Participant upon exercise of the option granted hereunder to provide for the repurchase of such
shares in certain instances on the terms and conditions hereinafter set forth. Capitalized terms
used and not otherwise defined in this Agreement shall have the meanings set forth in the 2007
Plan.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereto, intending to be legally bound, hereby agree as follows:



     1.     Award. The Participant is hereby granted the option to purchase 50,000 (fifty
thousand) shares of the Corporation’s Common Stock (the “Option”). The Option Period shall
commence on the Grant Date, April 1st, 2009, and shall terminate on April
1st, 2019. The Option Price shall be US$1,65 per share.



     2.     Vesting and Exercise of Options. Except as otherwise provided hereunder, the
Option shall vest and be exercisable from time to time in accordance with the following schedule
(purchases may
be cumulative); provided, that as of each such date the Participant is still employed
by or providing services to the Corporation or a Subsidiary:



 









 





     On or after April 1st, 2010 the right to purchase up to 100% of the shares subject
to the Option may be exercised.



     3.     Termination of Options.



     (a)     The Option may not be exercised after the expiration of the Option Period and is only
exercisable as provided in Section 4 of this Agreement. The Option hereby granted shall
terminate and be of no force or effect upon the expiration of the Option Period. In addition, if
the Participant has a Termination of Service during the Option Period for any reason, the unvested
portion of the Option shall terminate.



     (b)     Subject to the limitations set forth in this Agreement and in the 2007 Plan, the
Participant may exercise the vested portion of the Option in whole or in part at any time or from
time to time from the Grant Date until the first to occur of:




     (i)     three (3) months following the date of the Participant’s Termination of Service for
any reason other than death or Disability;




     (ii)     one (1) year following the date of the Participant’s death, if an employee,
director or consultant at the time of death (during which one-year period the Option may be
exercised (to the extent otherwise exercisable) by the person to whom the Participant’s
rights hereunder shall have passed by will or by the laws of descent and distribution
(hereinafter, a “Successor”));




     (iii)     one (1) year following the date of the Participant’s Termination of Service due
to Disability; or




     (iv)     the expiration of the Option Period.



     4. Exercise of Options.



     (a)     Notice of Exercise. The Option may be exercised by written notice to the
Corporation at the address set forth in Section 10 hereof, or such other address to which the
principal office of the Corporation may be relocated, which notice shall: (i) be signed by the
Participant (or, if applicable, by the Participant’s Successors); (ii) state the number of shares
with respect to which the Option is being exercised; and (iii) contain such other information as
the Committee may require.



     (b)     Payment of Option Price. Payment in full of the Option Price shall be made at the
time of the written notice of exercise of the Option: (i) in cash or by check payable to the order
of the Corporation; (ii) by delivery of shares of Common Stock already owned by and in the
Participant’s possession; or (iii) any combination thereof. Shares of Common Stock which the
Participant previously held and surrendered in accordance with rules and regulations adopted by the
Committee for the purpose of making full or partial payment of the Option Price shall be valued for
such purpose at the Fair Market Value thereof on the date the Option, or portion thereof, is
exercised.



     (c)     Conditions to Exercise. As a condition to the exercise of the Option and the
issuance of shares of the Corporation’s Common Stock upon exercise thereof, the Corporation may:




     (i)     require the Participant to satisfy any qualifications that may be necessary or
appropriate to evidence compliance with any applicable law or regulation and make any
representation or warranty with respect thereto as may be requested by the Corporation; and



2









 






     (ii) obtain such agreements or undertakings from the Participant, if any, as the
Corporation may deem necessary or advisable to insure that the Participant is bound with
respect to any transfer or other restrictions that may be contained in any agreement among,
or restricting the rights of, the Corporation’s Common Stock stockholders at the time of
exercise, or with respect to any restrictions imposed upon stockholders by underwriters in
connection with a public offering referred to in Section 9.



     (d)     Certificates. As soon as practicable after each of the Participant’s notice of
exercise described in Section 4(a) above and the Option Price have been received by the
Corporation, the Corporation shall deliver to the Participant a stock certificate registered in the
Participant’s name representing the shares of Common Stock to be issued under the Option.



     (e)     Acceleration. If, within the one-year period following a Change of Control, there
is a Termination of Service with respect to the Participant due to a Termination Without Cause, the
Option vesting schedule set forth in Section 2 above shall be accelerated by a period of 12 months
measured from the date of such Termination of Service.



     5.     Representations of Participant. The Participant represents and agrees as follows:



     (a)     Ownership of Shares. Following exercise of all or a portion of the Option, the
Participant will be the owner of the Award Shares issued, free and clear of any liens or
encumbrances, except for restrictions set forth in the 2007 Plan, any agreement among the Common
Stock stockholders, or otherwise referenced herein. The Participant agrees that this Agreement
shall be applicable to such Award Shares.



     (b)     No Registration of Shares. The Participant is not a “US Person,” and is not
acquiring the Option or any Award Shares hereunder for the account or benefit of any U.S. person
within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the
“Act”). The Participant acknowledges that, in addition to the restrictions on transfer
contained in this Agreement, the Participant has been informed by the Corporation that, inasmuch as
the Option and the Award Shares have not been registered under the Act such securities must be held
indefinitely unless sold in accordance with Regulation S under the Act, subsequently registered or
an exemption from registration is available, and the Participant may not engage in hedging
transaction with regard to such securities unless in compliance with the Act. The Participant
further acknowledges that the Corporation is under no obligation either to register the Award
Shares or the Option or to take any action to make available any exemption from registration or to
supply any information to facilitate sales of such securities. The Participant acknowledges that
the Participant or any other person exercising the Option must provide to the Corporation, at the
time of exercise, either (1) written certification that he or she is not a “US Person” within the
meaning of Regulation S and the Option is not being exercised on behalf of a “US Person”, or (2) a
written opinion of counsel, in form and substance satisfactory to the Corporation, to the effect
that the Option and the Award Shares delivered upon exercise thereof have been registered under the
Securities Act or are exempt from registration thereunder. The Participant represents and warrants
that the Option is, and any Award Shares will be, acquired by the Participant for investment and
not with a view to the distribution thereof and that, under no circumstances, shall such securities
be transferred in violation of federal or state securities laws. The Participant further agrees
that there shall be either lodged with any stock transfer agent for the Corporation or noted on the
stock transfer records of the Corporation a stop transfer order against the Award Shares and that
there shall be imprinted upon the certificate or
certificates issued to the Participant evidencing such Award Shares a legend reading
substantially as follows:



3









 






“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S AND
ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF
THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES
MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS WITH RESPECT
TO THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”



     6.     Corporation’s Right to Repurchase Award Shares following Termination of Service.



     (a)     If there is a Termination of Service with respect to the Participant for any reason at
anytime (including, without limitation, the Participant’s death or Disability), then the
Corporation shall have the right, but not the obligation, to repurchase any Award Shares at a
purchase price per share determined as set forth in Section 6(b) below.



     (b)     The Corporation’s right to repurchase Award Shares following the Participant’s Termination
of Service as provided in Section 6(a) above may be exercised in whole or in part by the
Corporation, if at all, by the Corporation’s delivery to the Participant, within one hundred twenty
(120) days following the Termination of Service, of written notice of the Corporation’s election to
exercise. Such notice shall set forth the number of Award Shares to be purchased and the date and
time of closing of the purchase; provided that the date specified for closing shall not be
less than ten (10) days nor more than thirty (30) days from the date of the notice of election to
exercise. To the extent the Corporation does not initially elect to purchase all of the Award
Shares hereunder in its first written notice of election to exercise, the Corporation may, within
the 120-day period specified herein, elect to exercise its right to purchase any remaining Award
Shares by delivering to the Participant an additional written notice(s) of election to exercise in
the manner provided above; provided, however, that unless otherwise agreed by the
parties, the closing date for all purchases under this Section 6 shall be on the closing
date set forth in the initial notice. On or before the closing set forth in the notice(s) of
election to exercise, the Participant shall deliver to the Corporation the certificates
representing the Award Shares being purchased, duly endorsed for transfer to the Corporation,
together with such additional documents or instruments of transfer as the Corporation may request,
in accordance with such notice. The Corporation shall thereafter promptly send to the Participant
payment for such purchase by check or wire transfer based on a per share purchase price determined
as follows:




     (i)    Termination of Service for Any Reason Other than Termination for Cause. If
the Participant’s Termination of Service is for any reason other than a Termination for
Cause, including, without limitation, the Participant’s death, Disability. Termination
Without Cause, or
voluntary quit, then the per share purchase price of the Award Shares shall be their
Fair Market Value.



4









 






     (ii)     Termination of Service Due to Participant’s Termination for Cause. If the
Participant’s Termination of Service is due to a Termination for Cause, then the per share
price of the Award Shares shall be the Option Price per share paid by the Participant for
such Award Shares, as adjusted for any stock splits, stock dividends, recapitalizations or
the like.



     7.     Corporation’s Right of First Refusal.



     (a)     If at any time the Participant proposes to Transfer (as defined in Section 7(g)
below) any Award Shares (including, without limitation, any securities acquired upon conversion
thereof or by way of any stock split, stock dividend, recapitalization or the like), then the
Participant shall promptly give the Corporation advance written notice of the Participant’s
intention to make the Transfer (the “Transfer Notice”). The Transfer Notice shall include:
(i) a description of the Award Shares to be transferred (the “Offered Shares”), (ii) the
name(s) and address(es) of the prospective transferee(s), (iii) the consideration, and (iv) the
material terms and conditions upon which the proposed Transfer is to be made. The Transfer Notice
shall certify that the Participant has received a bona fide firm offer from the prospective
transferee(s) and in good faith believes a binding agreement for the Transfer is obtainable on the
terms set forth in the Transfer Notice. The Transfer Notice shall also include a copy of any
written proposal, term sheet or letter of intent or other agreement relating to the proposed
Transfer. In the event that the transfer is being made pursuant to the provisions of Section
7(e), the Transfer Notice shall state under which specific subsection the Transfer is being
made.



     (b)     The Corporation shall have the right, but not the obligation, for a period of thirty (30)
days from receipt by the Corporation of the Transfer Notice to elect to purchase the Offered Shares
at the same price and subject to the same material terms and conditions as described in the
Transfer Notice. The Corporation may exercise such purchase option and purchase all or any portion
of the Offered Shares by notifying the Participant in writing before expiration of such thirty (30)
day period as to the number of such Offered Shares that the Corporation wishes to purchase. If the
Corporation gives the Participant notice that it desires to purchase such shares, then payment for
the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be
purchased at a place agreed upon between the parties and at the time of the scheduled closing
therefor, which shall be no later than sixty (60) days after receipt by the Corporation of the
Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective
third-party transferee(s) or unless the value of the purchase price has not yet been established
pursuant to Section 7(c).



     (c)     Should the purchase price specified in the Transfer Notice be payable in property other
than cash or evidences of indebtedness, the Corporation shall have the right to pay the purchase
price in the form of cash equal in amount to the fair market value of such property. If the
Participant and the Corporation cannot agree on such cash value within thirty (30) days after
receipt by the Corporation of the Transfer Notice, the valuation shall be made by an appraiser of
recognized standing in the United States selected by the Participant and the Corporation or, if
they cannot agree on an appraiser within forty (40) days after receipt by the Corporation of the
Transfer Notice, each shall select an appraiser of recognized standing in the United States and
those appraisers shall designate a third appraiser of recognized standing in the United States,
whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared
equally by the Participant and the Corporation. If the time for the closing of the Corporation’s
purchase has expired but the determination of the value of the purchase price offered by the
prospective transferee(s) has not been finalized, then such closing shall be held on or prior to
the tenth business day after such valuation shall have been made pursuant to this Section
7(c).



     (d)     To the extent that the Corporation has not exercised its right to purchase the Offered
Shares within the time periods specified in Section 7(b), the Participant shall have a
period of thirty (30) days from the expiration of such right in which to sell the Offered Shares,
upon terms and conditions



5









 







(including the purchase price) no more favorable than those specified in
the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The
third-party transferee(s) shall acquire the Offered Shares subject to the Corporation’s continued
right of first refusal under this Agreement and must agree in writing to be bound with respect
thereto. In the event the Participant does not consummate the sale or disposition of the Offered
Shares within the thirty (30) day period from the expiration of this right, the Corporation’s first
refusal right shall continue to be applicable to any subsequent disposition of the Offered Shares
by the Participant until such right lapses in accordance with the terms of this Agreement.
Furthermore, the exercise or non-exercise of the right of the Corporation under this Section
7 to purchase the Offered Shares from the Participant shall not adversely affect its right to
make subsequent purchases from the Participant of Offered Shares.



     (e)     Notwithstanding the provisions of Sections 7(a) and 7(b) of this
Agreement, the first refusal right of the Corporation shall not apply to: (i) the Transfer of Award
Shares to any spouse or member of the Participant’s immediate family, or to a custodian, trustee
(including a trustee of a voting trust), executor, or other fiduciary for the account of the
Participant’s spouse or members of the Participant’s immediate family, or to a trust for the
Participant’s own self, or a charitable remainder trust, or (ii) any sale of Award Shares to the
public pursuant to a registration statement filed with, and declared effective by, the U.S.
Securities and Exchange Commission under the Act; provided, however, that in the
event of any Transfer made pursuant to one of the exemptions provided by clause (e)(i): (A) the
Participant shall inform the Corporation in writing of such Transfer prior to effecting it, and (B)
each such transferee or assignee, prior to the completion of the Transfer, shall have executed
documents assuming the obligations of the Participant under this Agreement with respect to the
transferred Award Shares in a form approved by the Corporation. Such transferred Award Shares
shall remain subject to the provisions of this Section 7, and such pledgee, transferee or
donee shall be treated as the “Participant” for purposes of this Agreement.



     (f)     Except as otherwise provided in this Agreement, the Participant will not sell, assign,
transfer, pledge, hypothecate or otherwise encumber or dispose of in any way, all of any part of or
any interest in the Award Shares. Any sale, assignment, transfer, pledge, hypothecation or other
encumbrance or disposition of Award Shares not made in conformance with this Agreement shall be
null and void, shall not be recorded on the books of the Corporation and shall not be recognized by
the Corporation.



     (g)     For purposes of this Section 7, the term “Transfer” shall include any
sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by
bequest, devise or descent, or other transfer or disposition of any kind, including, but not
limited to, transfers pursuant to divorce or legal separation, transfers to receivers, levying
creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of
creditors, whether voluntary, involuntarily or by operation of law, directly or indirectly, of any
of the Award Shares.



     (h)     All certificates representing the Award Shares, in addition to other legends that may be
required by applicable law or pursuant to agreement of the Corporation’s stockholders, shall bear
the following legend:




“THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN NON-QUALIFIED STOCK
OPTION AWARD AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE CORPORATION.



6









 







COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
CORPORATION.”



     (i) The Corporation’s first refusal right hereunder shall terminate and be of no further force
or effect upon the earlier of: (i) the consummation of a bona fide, firmly underwritten public
offering of shares of the Corporation’s common stock at a public offering price which is not less
than $3.15 per share (as adjusted for any stock splits, stock dividends, combinations,
subdivisions, recapitalizations or the like) and greater than $30,000,000.00 in the aggregate, or
(ii) the consummation of a Liquidation Event, as that term is defined in the Corporation’s
Certificate of Incorporation (as amended from time to time).



     8.     Change of Control. Notwithstanding any provision of this Agreement to the
contrary, in the event of a Change of Control, the Corporation’s option to repurchase Award Shares
under Section 6 shall terminate simultaneously with the consummation of such Change of
Control if the Participant is actively employed with the Corporation on the date of such Change of
Control, but in such event the Award Shares held by the Participant shall remain subject to the
Corporation’s right of first refusal under Section 7 hereof, and may be subject to restrictions on
transferability to the extent required by applicable law.



     9.     Market Stand-Off. In connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration statement filed under
the Act, including the Corporation’s initial public offering, the Participant or any person to whom
the Participant has directly or indirectly transferred any Award Shares under this Agreement (a
“Transferee”) shall not directly or indirectly sell, make any short sale of, loan,
hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of,
purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or
agree to engage in any of the foregoing transactions with respect to, any Award Shares acquired
under this Agreement without the prior written consent of the Corporation or its underwriters.
Such restriction (the “Market Stand-Off”) shall be in effect for such period of time
following the date of the final prospectus for the offering as may be requested by the Corporation
or such underwriters. In no event, however, shall such period exceed 180 days. The Market
Stand-Off shall in any event terminate two years after the date of the Corporation’s initial public
offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an
adjustment in conversion ratio, a recapitalization or a similar transaction affecting the
Corporation’s outstanding securities without receipt of consideration, any new, substituted or
additional securities which are by reason of such transaction distributed with respect to any Award
Shares subject to the Market Stand-Off, or into which such shares thereby become convertible, shall
immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the
Corporation may impose stop-transfer instructions with respect to the Award Shares acquired under
this Agreement until the end of the applicable stand-off period. The Corporation’s underwriters
shall be beneficiaries of the agreement set forth in this Section 9. This Section
9 shall not apply to Award Shares registered in the public offering under the Act, and the
Participant or a Transferee shall be subject to this Section 9 only if the directors and
officers of the Corporation are subject to similar arrangements.



     10.     Notices. Any notice given hereunder must be in writing and shall be deemed given
when either personally delivered or placed in the United States mail by registered or certified
mail, return receipt requested, postage prepaid, addressed to the parties to whom such notice is
being given at the following addresses:



	 	 	 
	As to the Corporation:

	 	Qlik Technologies Inc.

Science Park Ideon

S-223 70 Lund, Sweden

Attention: Lars Björk, President






7









 






	 	 	 
	As to Participant:

	 	last address shown on the books of the Corporation






     11.     Failure to Close; Remedies. In the event that the Corporation or the Participant
shall fail or refuse for any reason whatsoever to close the sale or repurchase of Award Shares as
the Corporation or the Participant is obligated by this Agreement, then the other party to the sale
or repurchase (the “non-defaulting party”) shall have the right to exercise any one or more of the
following rights and remedies:



     (a)     The non-defaulting party shall have the right to recover damages from the defaulting party
for any loss or damage, including reasonable attorneys’ fees, sustained by the non-defaulting party
as a result of such default.



     (b)     The non-defaulting party shall have the right to specifically enforce this Agreement by
seeking an injunction prohibiting the defaulting party from violating the terms of this Agreement
and requiring the defaulting party to purchase or sell the Award Shares, as the case may be.


The rights and remedies of the non-defaulting party under this Section 11 are cumulative
and not alternative and shall be in addition to any and all other rights and remedies available to
the non-defaulting party at law or in equity.




     12.     Gifts. Nothing contained in this Agreement shall be construed or interpreted so
as to authorize or permit the Participant to transfer the Option by gift to any person or entity.



     13.     Entire Agreement. This Agreement and the 2007 Plan contain the entire
understanding and agreement by and between the parties hereto relating to the subject matter hereof
and all prior or contemporaneous oral or written agreements or instruments are merged herein. No
amendment to or modification of this Agreement shall be effective unless the same is in writing and
signed by all parties hereto. No waiver by any party of any breach by the other of any provision
of this Agreement shall be deemed to be a waiver of any other breaches thereof or the waiver of any
such or other provision of this Agreement. Subject to the restrictions on assignment and transfer
set forth hereinabove, this Agreement shall be binding upon and inure to the benefit of the parties
hereto, their estates, personal representatives, successors and assigns.



     14.     Severability. If any provision of this Agreement is declared invalid or
unenforceable as a matter of law, such invalidity or unenforceability shall not affect or impair
the validity or enforceability of any other provisions of this Agreement or the remainder of this
Agreement as a whole.



     15.     Applicable Law. The validity, construction, interpretation or performance of this
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.



     16.     Construction. Section headings and subheadings have been inserted herein for
convenience only and shall not be deemed to have any legal effect whatever in the interpretation of
this Agreement. As used herein, the singular shall include the plural, and the plural and
singular. The word “any” means one or more or all, and the conjunction “or” includes both the
conjunctive and disjunctive.



     17.     Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed to be an original, and all of which taken together shall constitute one and
the same instrument.



     18.     No Rights as a Stockholder Until Exercise. Under the 2007 Plan, neither the
Participant nor, if applicable, his or her personal representative, shall be nor have any rights or
privileges of a



8









 







stockholder of the Corporation with respect to any shares of the Corporation’s Common Stock
which may be acquired upon the exercise of the Option, in whole or in part, prior to the date upon
which the Option is actually exercised for such shares in accordance with the provisions of
Section 4 hereof and the certificates representing such shares are issued.



     19.     Tax Treatment. The Option is not deemed to be an Incentive Stock Option
and therefore does not qualify for special tax treatment under Section 422 of the Code.



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     IN WITNESS WHEREOF, the Corporation and Participant have caused the execution of this
Agreement as of the date hereof, each intending to be legally bound hereby.



	 	 	 	 	 
	 	QLIK TECHNOLOGIES INC.

 	 
	 	By:  	/s/ Lars Björk
 	 
	 	 	Name:  	Lars Björk 	 
	 	 	Title:  	President 	 
	 
	 	PARTICIPANT

 	 
	 	/s/ Paul Wahl
 	 
	 	Paul Wahl 	 
	 	 	 
	 




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