EX-10.30




 Exhibit 10.30 

D-Wave Quantum Inc. 

Employee Stock Purchase Plan 

1.    Purpose. The purpose of this Employee Stock Purchase Plan (the “Plan”) of D-Wave Quantum Inc., a Delaware corporation (the “Company”), is to provide eligible Employees of the Company and its Designated Subsidiaries with a convenient opportunity to purchase Common
Stock of the Company. The Plan includes two components: a 423 Component and a Non-423 Component. The Company intends (but makes no undertaking or representation to maintain) the 423 Component to qualify as an
Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be construed in a manner that is consistent with the requirements of Section 423 of the Code (including, without limitation, extending and limiting
participation, and prescribing certain terms of any Offering). Except as otherwise provided in the Plan or determined by the Board, the Non-423 Component will operate and be administered in the same manner as
the 423 Component. The Plan was adopted by the Company effective as of August 5, 2022, and approved by the Company’s stockholders on August 2, 2022. 

2.    Definitions. The following definitions shall apply throughout the Plan. 

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

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

(c)    “Code” means the United States Internal Revenue Code of 1986, as amended, and any successor
thereto. References to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successors thereto. 

(d)    “Committee” means a committee appointed by the Board. In the absence of a contrary designation by
the Board, the Compensation Committee of the Board shall be the Committee hereunder. 
 (e)    “Common
Stock” means the common stock of the Company, par value $0.0001 per share (and any stock or other securities into which such common stock may be converted or into which it may be exchanged). 

(f)    “Company” has the meaning set forth in Section 1. 

(g)    “Compensation” means the base pay (determined on such date as may be established by the Committee)
received by an Employee from the Company or a Designated Subsidiary. Base pay shall (i) be determined prior to any salary reduction contributions under a cafeteria plan pursuant to Section 125 of the Code, any salary reduction amounts
pursuant to a qualified transportation benefit program pursuant to Section 132(f) of the Code, and any elective deferrals to a nonqualified deferred compensation plan and to a cash or deferred plan pursuant to Section 401(k) of the Code












 
and (ii) exclude any imputed income arising under any group insurance or benefit program, travel expenses, business and relocation expense, and income received in connection with stock
options or other equity-based awards. 
 (h)    “Continuous Status as an Employee” means the absence of
any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of (i) sick leave, military leave, or other bona fide leave of absence that is required by law to be
considered uninterrupted service or that is otherwise approved by the Committee if the period of such leave does not exceed 90 days, or if longer, so long as the individual’s right to reemployment as an Employee is guaranteed either by contract
or statute; or (ii) transfers between locations of the Company or between and among the Company and its Designated Subsidiaries; provided, that if a Participant transfers from an Offering under the 423 Component to an Offering under the Non-423 Component, the exercise of the Participant’s option to purchase Shares under the Plan will be qualified under the 423 Component only to the extent such exercise complies with Section 423 of the
Code; and if a Participant transfers from an Offering under the Non-423 Component to an Offering under the 423 Component, the exercise of the Participant’s option to purchase Shares under the Plan will
remain non-qualified under the Non-423 Component. The Board may establish different and additional rules governing transfers between separate Offerings within the 423
Component and between Offerings under the 423 Component and Offerings under the Non-423 Component. For purposes of clarification, the disposition of a Designated Subsidiary (such that it ceases to be a
Subsidiary of the Company) shall constitute a termination of the Continuous Status as an Employee of any Employee employed by such Designated Subsidiary. 

(i)    “Contributions” means all amounts credited to the notional account of a Participant pursuant to
the Plan. 
 (j)    “Corporate Transaction” means a sale of all or substantially all of the
Company’s assets, or a merger, consolidation, or other capital reorganization of the Company with or into another corporation, or any other transaction or series of related transactions in which the Company’s stockholders immediately prior
thereto own less than 50% of the voting stock of the Company (or its successor or ultimate parent company) immediately thereafter, but excluding any acquisition of voting stock by the Company or any of its affiliates or by any employee benefit plan
sponsored or maintained by the Company or any of its affiliates. 
 (k)    “Designated Subsidiaries”
means all direct or indirect Subsidiaries of the Company, except with respect to any of such Subsidiaries that the Committee has determined is not eligible to participate in the 423 Component. 

(l)    “Employee” means any person who (A) (i)is customarily employed by the Company or one of its
Designated Subsidiaries for at least 20 hours per week and more than five (5) months in a calendar year, and (ii) is classified as an employee for tax purposes; or (B), solely with respect to the
Non-423 Component, any employee of the Company or any of its affiliates as determined by the Committee from time to time. 

  
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 (m)    “Exchange Act” means the United States
Securities Exchange Act of 1934, as amended, and any successor thereto. References to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section
or rule, and any amendments or successors thereto. 
 (n)    “Fair Market Value” means, for any date,
with respect to a Share, the closing sales price of a Share on the primary exchange on which the Common Stock is traded on such date or, in the event that the Common Stock is not traded on such date, then the immediately preceding trading date. In
the absence of an established market for Common Stock, the Fair Market Value of a Share shall be determined in good faith by the Committee and such determination shall be conclusive and binding on all persons. The “Fair Market
Value” of all other property shall be determined in good faith by the Committee, and such determination shall be conclusive and binding on all persons. 

(o)    “Fully-Diluted Common Stock” means, as of any date, the aggregate number of (i) shares of
Common Stock issued and outstanding and (ii) securities convertible into or exercisable for shares of Common Stock (whether vested or unvested). 

(p)    “Indemnifiable Person” shall have the meaning ascribed to it in Section 27. 

(q)    “Maximum Number of Shares” means, with respect to a given Offering Period, a number of Shares
equal to the quotient of (x) $25,000 divided by (y) the Fair Market Value of a Share on the Offering Date; provided, that the Board may determine a different Maximum Number of Shares for purposes of any Offering under the Non-423 Component. 
 (r)    “New Purchase Date” shall have the
meaning ascribed to it in Section 16(b). 
 (s)    “Non-423
Component” means the part of the Plan, which excludes the 423 Component, pursuant to which options to purchase Shares under Offerings that are not intended to satisfy the requirements for an employee stock purchase plan (that is not
intended to be qualified under Section 423 of the Code) may be granted to eligible Employees. 

(t)    “Offering Date” means the first day of each Offering Period, as determined in accordance with
Section 3. 
 (u)    “Offering Period” means a period described in Section 3. 

(v)    “Plan” has the meaning set forth in Section 1. 

(w)    “Plan Administrator” means such person or institution selected by the Committee (and in the
absence of any such designation, means the Committee). 

  
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 (x)    “Participant” means an eligible Employee who has
elected to participate in the Plan in accordance with Section 5. 
 (y)    “Purchase Date” means,
unless otherwise determined by the Committee, June 30 and December 31 of each calendar year or, in the event that the Common Stock is not traded on such date, the immediately preceding trading date, as applicable. 

(z)    “Purchase Price” means, with respect to a given Offering Period, an amount equal to 85% (or such
greater percentage as designed by the Committee) of the Fair Market Value of a Share on (i) the Purchase Date or (ii) the Offering Date, whichever amount is lower; provided, that the Purchase Price will in no event be less than the
par value of a Share. 
 (aa)    “Reserves” shall have the meaning ascribed to it in
Section 16(a). 
 (bb)    “Rule 16b-3” means Rule 16b-3 adopted under Section 16 of the Exchange Act. 

(cc)    “Securities Act” means the United States Securities Act of 1933, as amended, and any successor
thereto. References to any section of (or rule promulgated under) the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successors thereto. 

(dd)    “Share” means a share of Common Stock, as adjusted in accordance with Section 16. 

(ee)    “Subsidiary” means a corporation which is a “subsidiary corporation” of the Company
within the meaning of Section 424(f) of the Code. 
 3.    Offering Periods. The Plan shall be implemented by a
series of consecutive Offering Periods commencing on January 1 and ending on December 31 of each calendar year. The Committee shall have the authority to change the duration (subject to a maximum Offering Period of 27 months with respect
to the 423 Component), frequency, start date, and end dates of Offering Periods. 
 4.    Eligibility. Subject to the
requirements of Section 5 and the limitations imposed by Section 423(b) of the Code (and unless different dates are established by the Committee in respect of any Offering Period), a person shall be eligible to participate in an Offering
Period if such person is an Employee as of the date on which an election for participation in the Offering is required pursuant to Section 5(b) below; provided, however, that the Committee may provide that an Employee shall not be
eligible to participate in an Offering Period if: (i) such Employee is a highly compensated employee within the meaning of Section 423(b)(4)(D) of the Code; (ii) such Employee has not met a service requirement designated by the
Committee pursuant to Section 423(b)(4) (A) of the Code (which service requirement may not exceed two years); and/or (iii) such Employee is a citizen or resident of a foreign jurisdiction and the grant of a right to purchase Common Stock
under the Plan to such Employee would be prohibited under the 

  
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laws of such foreign jurisdiction or the grant of a right to purchase Common Stock under the Plan to such Employee in compliance with the laws of such foreign jurisdiction would cause the Plan to
violate the requirements of Section 423 of the Code, as determined by the Committee in its sole discretion; provided, further, that any exclusion in clause (i), (ii) or (iii) shall be applied in an identical manner under each
Offering Period to all Employees, in accordance with Treasury Regulation Section 1.423-2(e). Without limiting the generality of the foregoing, the Plan Administrator may impose different eligibility
requirements with respect to the Non-423 Component. 
 5.    Participation. 

(a)    Participation in the Plan is completely voluntary. Except as set forth in Section 7(b) below, participation in
one or more of the offerings under the Plan shall neither limit, nor require, participation in any other offering. 

(b)    An eligible Employee may become a Participant in respect of an Offering Period by electing to participate in the
manner approved by the Committee. An Employee who elects to participate in an Offering Period shall do so at least ten (10) days prior to the Offering Date, unless a different time for electing to participate is set by the Committee. 

(c)    A Participant’s election shall indicate either a fixed dollar amount or a percentage of such
Participant’s Compensation, in either case, as may be determined by the Committee, to be contributed during the applicable Offering Period; provided, however, that (i) a Participant’s election shall be subject to the
limitations of Section 7(b), and (ii) a Participant shall not be entitled to elect more than 15% of such Participant’s Compensation. 

(d)    The deduction rate selected by a Participation shall remain in effect for subsequent Offering Periods unless the
Participant (i) submits a new election in the manner approved by the Committee, (ii) withdraws from the Plan, or (iii) terminates employment or otherwise becomes ineligible to participate in the Plan. 

6.    Method of Payment of Contributions. 

(a)    Payroll deductions shall be made from a Participant’s Compensation during an Offering Period in an aggregate
amount equal to the Participant’s contribution election for such Offering Period. All payroll deductions made by a Participant shall be credited to their notional account under the Plan. Participant may not make a prepayment or any additional
payments into such notional account. Payroll deductions in respect of any Offering Period shall commence on the Offering Date and shall end on the final day of the final payroll period ending on or prior to the applicable Purchase Date, unless
sooner terminated by the Participant as provided in Section 10. 
 (b)    Participants on an authorized leave of
absence during an Offering Period may continue to participate in such Offering Period; provided, however, that a Participant on an authorized leave of absence will have contributions suspended during such leave of absence and, absent
any other instruction from such Participant, such contributions will resume upon the next payroll following such Participant’s return from such leave of absence. 

  
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 (c)    Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 7(b) herein (with respect to the 423 Component), or as otherwise determined by the Plan Administrator to be necessary and advisable under the circumstances in its sole discretion, a
Participant’s payroll deductions may be decreased by the Company to zero during any Offering Period. 
 7.    Grant of Option.

 (a)    On each Offering Date, each Participant shall be deemed to have been granted an option to purchase as many
Shares (rounded down to the nearest whole Share) as may be purchased with their Contributions during the related Offering Period at the Purchase Price; provided, however, that such option shall be subject to the limitations set forth
in Section 7(b) below and Section 11, and may be reduced pursuant to Section 6, in each case, if applicable. 

(b)    Notwithstanding any contrary provisions of the Plan, each option to purchase Shares under the 423 Component shall
be limited as necessary to prevent any Employee from (i) immediately after the grant, owning capital stock of the Company and holding outstanding options to purchase capital stock of the Company possessing, in the aggregate, more than 5% of the
total combined voting power or value of all classes of stock of the Company or of any Subsidiary, including for this purpose any stock attributed to such Employee pursuant to Section 424(d) of the Code, (ii) acquiring rights to purchase
stock under all employee stock purchase plans (as described in Section 423 of the Code or any other similar arrangements maintained by the Company or any of its Subsidiaries) of the Company and its Subsidiaries which accrue at a rate that
exceeds $25,000 of the Fair Market Value of such stock (determined at the time such option is granted) for each calendar year in which such option is outstanding and exercisable at any time, or (iii) purchasing, in respect of any Offering
Period, more than the Maximum Number of Shares. 
 8.    Exercise of Option; Interest. 

(a)    Unless a Participant withdraws from the Plan as provided in Section 10, their option for the purchase of Shares
will be exercised automatically on the applicable Purchase Date, and the number of full Shares subject to the option will be purchased at the applicable Purchase Price with the accumulated Contributions in their notional account. Unless otherwise
determined by the Plan Administrator, no fractional Shares shall be issued. Any amounts accumulated in a Participant’s notional account that are not used to purchase Shares (other than any amount that is not sufficient to purchase a full Share,
to the extent fractional Shares are not purchased) shall be returned to them pursuant to such procedures as are established by the Plan Administrator. Notwithstanding Section 9 below, the Shares purchased upon exercise of an option hereunder
shall be deemed to be transferred to the Participant as of the Purchase Date. During their lifetime, a Participant’s option to purchase Shares hereunder is exercisable only by them. 

  
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 (b)    At the time an option granted under the Plan is exercised, in
whole or in part, or at the time some or all of the Common Stock issued to a Participant under the Plan is disposed of, the Participant must make adequate provisions for any applicable federal, state, or other tax withholding obligations, if any,
that arise upon the Purchase Date or the disposition of the Common Stock. At any time, the Company or a Designated Subsidiary may, but will not be obligated to, withhold from the Participant’s compensation the amount necessary to meet
applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to the sale or disposition of Common Stock by the Participant earlier than as described in
Section 423(a)(1) of the Code. 
 (c)    No interest will be paid or allowed on any money paid into the Plan or
credited to the notional account of any Participant. 
 9.    Delivery. As promptly as practicable after each
Purchase Date, the number of Shares purchased by each Participant upon exercise of their option shall be deposited into an account established in the Participant’s name with the Plan Administrator. The Committee may determine that no Share
purchased in respect of an offering may be transferred out of such Participant’s account with the Plan Administrator other than in connection with a “disposition” (as such term is used in Section 423(a)(1) of the Code) of such
Share for the longer of (x) two (2) years following the Offering Date applicable to such Share and (y) one (1) year following the Purchase Date applicable to such Share. 

10.    Voluntary Withdrawal; Termination of Employment. 

(a)    A Participant may withdraw all but not less than all the Contributions credited to their notional account under the
Plan at any time prior to the applicable Purchase Date by giving written notice to the Plan Administrator in the manner directed by the Company. All of the Participant’s Contributions credited to their notional account with respect to an
Offering Period will be paid to them as soon as administratively practicable after receipt of their notice of withdrawal, their option for the current Offering Period will be automatically terminated, and no further Contributions for the purchase of
Shares may be made by the Participant with respect to such Offering Period. A Participant’s withdrawal from the Plan during an Offering Period will not have any effect upon their eligibility to participate in a succeeding Offering Period or in
any similar plan that may hereafter be adopted by the Company. 
 (b)    Upon termination of the Participant’s
Continuous Status as an Employee prior to a Purchase Date for any reason, including retirement or death, the Contributions credited to their notional account will be returned to them, and their option will be automatically terminated;
provided, however, that in the event of the death of a Participant, the Company shall deliver the Contributions to the executor or administrator of the estate of the Participant or, if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such amounts to the spouse or to any one or more dependents or relatives of the Participant. 

  
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 11.    Shares. 

(a)    Subject to adjustment as provided in Section 16, the maximum number of Shares that shall be issued under the
Plan shall be 8,036,455, plus the number of Shares that are automatically added on January 1st of each year for a period of ten years commencing on January 1, 2023 and ending on (and including) January 1, 2032, in an amount equal to the
lesser of (i) 1% of the Fully-Diluted Common Stock outstanding on December 31st of the preceding calendar year (inclusive of the share reserve for the Plan and of the Company’s 2022 Equity Incentive Plan (or any successor to either of the
foregoing)), and (ii) 1,607,291 Shares. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve for such calendar year or that the
increase in the share reserve for such calendar year will be a lesser number of Shares than would otherwise occur pursuant to the preceding sentence. For the avoidance of doubt, up to the maximum number of shares of Common Stock reserved under this
Section 11 may be used to satisfy purchases of Shares under the 423 Component and any remaining portion of such maximum number of shares may be used to satisfy purchases of Shares under the Non-423
Component. If the Committee determines at any time that, on a given Purchase Date, the number of Shares with respect to which options are to be exercised may exceed the number of Shares that are available for issuance under the Plan on such Purchase
Date, the Company shall make a pro rata allocation of the Shares available for purchase on such Purchase Date, in as uniform a manner as shall be practicable and as it shall determine to be equitable among all Participants exercising options to
purchase Common Stock on such Purchase Date, and the Committee may, in its discretion (x) continue all Offering Periods then in effect, or (y) terminate any or all Offering Periods then in effect pursuant to Section 17 below. 

(b)    Shares to be delivered to a Participant under the Plan will be registered in the name of the Participant. 

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

(a)    Subject to the express provisions of the Plan, the Committee shall administer the Plan and shall have the sole and
plenary power to (i) interpret and administer, reconcile any inconsistency in, correct any defect in, and supply any omission in the Plan; (ii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the
Committee shall deem appropriate for the proper administration of the Plan; and (iii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan, including, without
limitation to the foregoing, by changing the duration (subject to a maximum Offering 

  
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Period of 27 months), frequency, start date, and end dates of Offering Periods and/or the Purchase Dates. The authority of the Committee includes, without limitation, the authority to
(x) determine procedures for setting or changing payroll deduction percentages, and obtaining necessary tax withholdings, and (y) adopt amendments to the Plan in accordance with Section 17. All designations, determinations,
interpretations, and other decisions by the Committee (or its delegate) regarding the Plan shall be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive, and binding upon all persons or entities,
including, without limitation, the Company, any affiliate, any Participant, any holder or beneficiary of any option, and any shareholder of the Company. The expenses of administering the Plan shall be borne by the Company. 

(b)    The Committee may delegate any or all of its authority and obligations under this Plan to such committee or
committees (including without limitation, a committee of the Board) or officer(s) of the Company as they may designate. 

(c)    Nothing in the Plan shall be deemed to authorize the Committee to take any action contrary to applicable law or
regulation, or rules of the New York Stock Exchange or any other securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted. 

(d)    Notwithstanding any delegation of authority hereunder, the Board may itself take any action permitted under the
Plan in its discretion at any time, and any reference in this Plan document to the rights and obligations of the Committee shall be construed to apply equally to the Board. Any references to the Board mean the Board only. 

13.    Transferability. Neither amounts accumulated in a Participant’s notional account nor any rights with regard to
the exercise of an option or to receive Shares under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way (other than by will or by the laws of descent and distribution, or as provided in Section 10) by the
Participant. Any such attempt at assignment, transfer, pledge, or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance with Section 10. 

14.    Use of Funds. All Contributions received or held by the Company under the Plan may be used by the Company for any
corporate purpose, and the Company shall not be obligated to segregate such Contributions. 
 15.    Reports. Statements
of account will be made available to Participants by the Company or the Plan Administrator in the form and manner designated by the Committee. 

16.    Adjustments Upon Changes in Capitalization; Corporate Transactions. 

(a)    Subject to any required action by the stockholders of the Company, (i) the number of Shares covered by each
option under the Plan that has not yet been exercised, (ii) the number of Shares that have been authorized for issuance under the Plan but that 

  
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have not yet been placed under option (collectively, the “Reserves”), (iii) the number of Shares set forth in Section 11 above, and (iv) the Purchase Price for
each then-current Offering Period shall, if applicable, be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, a reverse stock split, a stock dividend, a subdivision, combination, or
reclassification of the Common Stock (including any such change in the number of shares of Common Stock effected in connection with a change in domicile of the Company), or any other increase or decrease in the number of Shares effected without
receipt of consideration by the Company, or any increase or decrease in the value of a Share resulting from a spinoff or split-up; provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding, and conclusive. Except as expressly
provided above, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares
subject to an option. 
 (b)    In the event of a dissolution or liquidation of the Company, any Offering Period then in
progress will terminate immediately prior to the consummation of such action, unless otherwise provided by the Committee. In the event of a Corporate Transaction, each option outstanding under the Plan shall be assumed or an equivalent option shall
be substituted by the successor corporation or a parent or subsidiary of such successor corporation. If the successor corporation (or its parent or subsidiary) refuses to assume or substitute for outstanding options, each Offering Period then in
progress shall be shortened and a new Purchase Date shall be set by the Committee (the “New Purchase Date”), as of which New Purchase Date any Offering Period then in progress will terminate. The New Purchase Date shall be on or
before the date of consummation of the Corporate Transaction, and the Company shall notify each Participant in writing, at least ten (10) days prior to the New Purchase Date, that the Purchase Date for their option has been changed to the New
Purchase Date and that their option will be exercised automatically on the New Purchase Date, unless prior to such date he or she has withdrawn from the Offering Period as provided in Section 10. For purposes of this Section 16, an option
granted under the Plan shall be deemed to be assumed, without limitation, if at the time of issuance of the stock or other consideration upon a Corporate Transaction, each holder of an option under the Plan would be entitled to receive upon exercise
of the option the same number and kind of Shares or the same amount of property or cash, or number of securities (or combination thereof) as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had
been, immediately prior to the transaction, the holder of the number of shares of Common Stock covered by the option at such time (after giving effect to any adjustments in the number of Shares covered by the option as provided for in this
Section 16); provided, however, that if the consideration received in the transaction is not solely common stock of the successor corporation or its parent (as defined in Section 424(e) of the Code), the Committee may, with
the consent of the successor corporation, provide for the consideration to be received upon exercise of the option to be solely common stock of the successor corporation or its parent or subsidiary equal in Fair Market Value to the per-Share consideration received by holders of Common Stock in the transaction. 

  
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 (c)    If the Company consummates the sale or transfer of a Designated
Subsidiary, business unit, or division to an unaffiliated person or entity, or the spin-off of a Designated Subsidiary, business unit, or division to shareholders during an Offering Period, the Contributions
credited to the notional account of each Participant employed by such Designated Subsidiary, business unit, or division, as applicable, as of the time of such sale, transfer, or spin-off with respect the
offering to which such Offering Period relates will be returned to the Participant without interest, and the Participant’s option will be automatically terminated. 

(d)    The existence of the Plan shall not affect or restrict in any way the right or power of the Company, the Board, the
Committee, or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of
stock or of options, warrants, or rights to purchase stock or of bonds, debentures, or preferred or prior-preference stocks whose rights are superior to or affect the Common Shares or the rights thereof or that are convertible into or exchangeable
for Common Shares, or the dissolution or liquidation of the Company or any Affiliate, or any sale or transfer of all or any part of their assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 

17.    Amendment or Termination. 

(a)    The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time;
provided, that no such amendment, alteration, suspension, discontinuation, or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan
(including, without limitation, as necessary to comply with any applicable rules or requirements of any securities exchange or inter-dealer quotation service on which the Shares may be listed or quoted); provided, further, that any
such amendment, alteration, suspension, discontinuance, or termination that would materially and adversely affect the rights of any Participant shall not to that extent be effective without the consent of the affected Participant unless the
Committee determines that such amendment, alteration, suspension, discontinuance, or termination is either required or advisable in order for the Company or the Plan to satisfy any applicable law or regulation. 

(b)    Except as provided in Section 16, no such termination of the Plan may affect options previously granted,
provided that the Plan or an Offering Period may be terminated by the Board on a Purchase Date or by the Board’s setting a new Purchase Date with respect to an Offering Period then in progress if the Board determines that termination of the
Plan and/or the Offering Period is in the best interests of the Company and the stockholders or if continuation of the Plan and/or the Offering Period would cause the Company to incur adverse accounting charges as a result of a change after the
effective date of the Plan in the generally accepted accounting principles applicable to the Plan. 
 (c)    Without
stockholder consent and without regard to whether any Participant rights may be considered to have been adversely affected, the Committee 

  
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shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld that may be made during an Offering Period, permit payroll withholding in
excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and
crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as
the Committee determines in its sole discretion advisable that are consistent with the Plan. 
 18.    No Rights to Continued
Employment. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an affiliate, or to continue in the employ or the service of the Company
or an affiliate. 
 19.    Beneficiary Designation. The Participant’s beneficiary shall be the Participant’s
spouse (or domestic partner if such status is recognized by the Company and in such jurisdiction), or if the Participant is otherwise unmarried at the time of death, the Participant’s estate, except to the extent that a different beneficiary is
designated in accordance with procedures that may be established by the Committee from time to time for such purpose, subject to compliance with all applicable laws. 

20.    Equal Rights and Privileges. Notwithstanding any provision of the Plan to the contrary and in accordance with
Section 423 of the Code, solely with respect to the 423 Component, all eligible Employees who are granted options under the Plan shall have the same rights and privileges. 

21.    No Rights as a Shareholder. Except as otherwise specifically provided in the Plan, no person shall be entitled to the
privileges of ownership in respect of Shares that are subject to options hereunder until such Shares have been issued or delivered to that person. 

22.    Withholding. To the extent required by applicable federal, state, or local law, a Participant must make arrangements
satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with the Plan. 

23.    Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan
shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 

24.    Conditions Upon Issuance of Shares. 

(a)    The Plan and the issuance and delivery of Shares under the Plan are subject to compliance with all applicable U.S.
federal, state, local, and non-U.S. laws, rules, and regulations (including but not limited to state, U.S. federal, and non-U.S. securities law, and margin requirements)
and to such approvals by any listing, regulatory, or governmental authority as may, in the opinion of counsel for the Company, be 

  
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necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the
Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan shall be deemed
amended to the extent necessary to conform to such laws, rules, and regulations. 
 (b)    Notwithstanding any terms or
conditions of the Plan to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any Shares pursuant to the Plan unless such Shares have been properly registered
for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such Shares may be offered or sold without such registration pursuant to
and in compliance with the terms of an available exemption. The Company shall be under no obligation to register for sale under the Securities Act any of the Shares to be offered or sold under the Plan. The Committee shall have the authority to
provide that all Shares delivered under the Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the Plan, U.S. federal securities laws, or the rules, regulations, and other requirements
of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation service upon which such Shares are then listed or quoted and any other applicable federal, state, local or non-U.S.
laws, rules, regulations, and other requirements, and the Committee may cause a legend or legends to be put on any such certificates of Common Stock delivered under the Plan to make appropriate reference to such restrictions or may cause such Common
Stock delivered under the Plan in book-entry form to be held subject to the Company’s instructions or subject to appropriate stop-transfer orders. 

25.    Term of Plan; Effective Date. The Plan was adopted by the Board effective as of August 5, 2022 (the
“Effective Date”), and approved by the Company’s stockholders on August 2, 2022. The Plan shall continue in force and effect until terminated under Section 17. Unless sooner terminated by the Board, the Plan shall
terminate upon the earliest of (i) the ten (10) year anniversary of the Effective Date and (ii) the date on which all shares available for issuance under the Plan have been sold. 

26.    Additional Restrictions of Rule 16b-3. The terms and conditions of options
granted hereunder to, and the purchase of Shares by, persons subject to Section 16 of the Exchange Act shall comply with the applicable provisions of Rule 16b-3. This Plan shall be deemed to contain, and
such options shall contain, and the Shares issued upon exercise thereof shall be subject to, such additional conditions and restrictions as may be required by Rule 16b-3 to qualify for the maximum exemption
from Section 16 of the Exchange Act with respect to Plan transactions. 
 27.    Indemnification. No member of the
Board or the Committee, nor any employee or agent of the Company exercising authority delegated by the Board or the Committee hereunder (each such person, an “Indemnifiable Person”), shall be liable for any action taken or omitted
to be taken or any determination made in the administration of the Plan 

  
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(unless constituting fraud or a willful criminal act or willful criminal omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss,
cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit, or proceeding to which such Indemnifiable Person may be involved as
a party or witness or otherwise by reason of any action taken or omitted to be taken or determination made under the Plan and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval (not to be
unreasonably withheld) in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit, or proceeding against such Indemnifiable Person, and the Company shall advance to such Indemnifiable Person
any such expenses promptly upon written request (which request shall include an undertaking by the Indemnifiable Person to repay the amount of such advance if it shall ultimately be determined as provided below that the Indemnifiable Person is not
entitled to be indemnified); provided, that the Company shall have the right, at its own expense, to assume and defend any such action, suit, or proceeding, and once the Company gives notice of its intent to assume the defense, the Company
shall have sole control over such defense with counsel of recognized standing of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final
adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions or determinations of such Indemnifiable Person giving rise to the indemnification claim resulted from such
Indemnifiable Person’s fraud or willful criminal act or willful criminal omission or that such right of indemnification is otherwise prohibited by law or by the Company’s certificate of incorporation or
by-laws. The foregoing right of indemnification shall not be exclusive of or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s
certificate of incorporation or by-laws, as a matter of law, individual indemnification agreement or contract or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons
or hold them harmless. 
 28.    Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor the
submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the
granting of stock options or awards otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases. 

29.    No Trust or Fund Created. The Plan shall not create or be construed to create a trust or separate fund of any kind or
a fiduciary relationship between the Company or any affiliate, on the one hand, and the Participant or other person or entity, on the other hand. No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under
the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or to otherwise segregate any assets, nor shall the Company maintain separate bank accounts, books, records, or other evidence of the
existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company. 

  
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 30.    Reliance on Reports. Each member of the Committee and each member
of the Board (and each such member’s respective designees) shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by
the independent registered public accounting firm of the Company and its affiliates and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than such member or designee.

 31.    Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any
benefits under any pension, retirement, profit sharing, group insurance, or other benefit plan of the Company except as otherwise specifically provided in such other plan. 

32.    Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without
regard to principles of conflicts of laws thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware. 

33.    Section 409A of the Code. The 423 Component is exempt from the application of Section 409A of the Code, and any
ambiguities herein shall be interpreted to so be exempt from Section 409A of the Code. The Non-423 Component is intended to be exempt from the application of Section 409A of the Code under the
short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Committee determines that an
option granted under the Plan may be subject to Section 409A of the Code or that any provision in the Plan would cause an option under the Plan to be subject to Section 409A of the Code, the Committee may amend the terms of the Plan and/or
of an outstanding option granted under the Plan, or take such other action the Committee determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding option or future option that may be
granted under the Plan from or to allow any such options to comply with Section 409A of the Code, but only to the extent any such amendments or action by the Committee would not violate Section 409A of the Code. Notwithstanding the
foregoing, the Company shall have no liability to a Participant or any other party if the option under the Plan that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken
by the Committee with respect thereto. 
 34.    Severability. If any provision of the Plan is or becomes or is deemed to
be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity, or would disqualify the Plan under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable
laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan, such provision shall be construed or deemed stricken as to such jurisdiction, person, or entity, and the
remainder of the Plan shall remain in full force and effect. 

  
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 35.    Titles and Headings. The titles and headings of the sections in the
Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control. 

* * * 

  
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