Immunovia : Form of stock option notice and option plan

IMMUNOVIA AB (PUBL)

NOTICE OF GRANT OF STOCK

OPTION

(DIRECTOR)

1. Grant of Option.

1.1 The undersigned (the "Optionee"), a director of Immunovia AB (publ), corporate registration number 556730-4299, (the "Company"), has been granted an option (the "Option") to purchase certain shares of the Company pursuant to Appendix C (the "Appendix") of the Company's Stock Option Plan (the "Plan"), as follows:

Optionee Name:

Grant Number:

Date of Grant:

Vesting Start Date:

Vesting Date:

Number of Option Shares:

Exercise Price:

Option Expiration Date:	Ten (10) years after the Date of
		Option Grant
Tax Status of Option (for US Optionees)	NSO

1.2 Vested Shares: Except as provided in the Stock Option Agreement, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the Number of Option Shares by the "Vested Ratio" determined as of such date as follows:

	Vested Ratio
Prior to Date of Grant	0

During the period commencing on the Date of Grant through the Company's 2024 AGM provided

that Optionee's service has been continuous and has not been terminated prior to such date

100%

2. Other Terms and Conditions.

Option Subject to Appendix. Optionee understands and agrees that, except as otherwise expressly provided in this Agreement, the Option is granted subject to and in accordance with the express terms and conditions of the Appendix, including without limitation the terms and conditions referenced in this Notice. Optionee hereby acknowledges receipt of a copy of the Plan, including the Appendix. All capitalized terms not defined in this Notice will have the definitions provided in the Appendix.

No Right to Service. Nothing in this Agreement or in the Appendix will confer upon Optionee any right to continue in the Service of the Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or Optionee, which rights are hereby expressly reserved by each, to termination of Optionee's Service at any time for any reason or no reason whatsoever, with or without cause.

No Right as Shareholder. Optionee will not have any rights as a shareholder of the Company with respect to any shares subject to this Option until Optionee has exercised this Option with respect to such shares, paid the purchase price therefor, and complied with all other terms for exercise of the Option.

Section 409A. The Exercise Price of this Option represents an amount the Company believes to be no less than the fair market value of a share of stock as of the Date of Grant, determined in good faith in compliance with the requirements of Section 409A of the Internal Revenue Code ("Section 409A"). There is no guarantee that the Internal Revenue Service ("IRS") will agree with the Company's determination. A subsequent IRS determination that the Exercise Price is less than such fair market value could result in adverse tax consequences to Optionee. By signing below, Optionee agrees that the Company, its directors, officers and shareholders will not be held liable for any tax, penalty, interest or cost incurred by Optionee as a result of such determination by the IRS. Optionee is urged to consult with his or her own tax adviser regarding the tax consequences of the Option, including the application of Section 409A.

1.2 Governing Law. For Optionees who are U.S. residents, this Notice of Grant of Option will be governed by the laws of the State of Delaware as such laws are applied to agreements between Delaware residents entered into and to be performed entirely within the State of Delaware, without giving effect to principles of conflicts of law. For Optionees who are residents of any other country, this Notice of Grant of Option will be governed by the laws of Sweden as such laws are applied to agreements between Swedish residents entered into and to be performed entirely within Sweden, without giving effect to principles of conflicts of law.

The Company and the Optionee agree that the Option is governed by this Notice and by the provisions of the Appendix and the Stock Option Agreement, both of which are attached to and made a part of this Notice. The Optionee acknowledges receipt of copies of the Plan and the Stock Option Agreement, represents that the Optionee has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions.

Any dispute shall be finally settled by arbitration in accordance with the rules for expedited arbitration of the Arbitration Institute of Stockholm Chamber Commerce. The seat of arbitration shall be Stockholm, Sweden. The language of the arbitration shall be English. Written evidence may however be provided in the Swedish or English language.

All arbitral proceedings conducted pursuant to 1.2, all information disclosed and all documents submitted or issued by or on behalf of any of the disputing parties or the arbitrators in any such proceedings as well as all decisions and awards made or declared in the course of any such proceedings shall be kept strictly confidential and may not be used for any other purpose than these proceedings or the enforcement of any such decision or award nor be disclosed to any third party without the prior written consent of the party to which the information relates or, as regards to a decision or award, the prior written consent of all the other disputing parties.

[Signature Page Follows]

IMMUNOVIA AB (PUBL)

Optionee

By:	(signature)

Its:

Address:

By:

Its:

Email:

ATTACHMENTS: 1. Stock Option Agreement and Exercise Notice

1. Immunovia AB (publ) Long Term Incentive Plan
2. Appendix to Immunovia Long Term Incentive Plan

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. FOR OPTIONEES THAT ARE U.S. RESIDENTS, NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

IMMUNOVIA AB

(PUBL) STOCK OPTION

AGREEMENT

(DIRECTOR )

Immunovia AB (publ) (the "Company") has granted to the individual (the "Optionee") named in the Notice of Grant of Stock Option (the "Notice") to which this Stock Option Agreement (the "Option Agreement") is attached an option to purchase certain shares of Stock upon the terms and conditions set forth in the Notice and this Option Agreement (the "Option"). The Option has been granted pursuant to and will in all respects be subject to the terms and conditions of Appendix C (the "Appendix") t o Immunovia AB (publ) Long Term Incentive Plan (the "Plan"), as amended, to the Date of Option Grant, the provisions of which are incorporated herein by reference. By signing the Notice, Optionee: (a) represents that Optionee has received copies of, and has read and is familiar with the terms and conditions of, the Notice, the Plan, the Appendix, and this Option Agreement, (b) accepts the Option subject to all of the terms and conditions of the Notice, the Plan, the Appendix, and this Option Agreement, and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Company upon any questions arising under the Notice, the Plan, the Appendix, or this Option Agreement. Unless otherwise defined herein, capitalized terms have the meanings assigned to such terms in the Notice, the Plan, or the Appendix.

1. TAX CONSEQUENCES

1.1 Tax Status of Option. This Option is intended to have the tax status designated in the Notice.

1. Incentive Stock Option. If the Notice so designates, this Option is intended to be an Incentive Stock Option within the meaning of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. Optionee should consult with Optionee's own tax advisor regarding the tax effects of this Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. (NOTE TO OPTIONEE: If the Option is exercised more than three (3) months after the date on which you cease to be a Director (other than by reason of your death or permanent and total disability as defined in Section 22(e)(3) of the Code), the Option will be treated as a Non-statutory Stock Option and not as an Incentive Stock Option to the extent required by Section 422 of the Code.)
2. Non-statutoryStock Option. If the Notice so designates, this Option is intended to be a Non-statutory Stock Option and will not be treated as an Incentive Stock

Option within the meaning of Section 422(b) of the Code.

1.4 ISO Fair Market Value Limitation. If the Notice designates this Option as an Incentive Stock Option, then to the extent that the Option (together with all Incentive Stock Options granted to Optionee under the Appendix) becomes exercisable for the first time during any calendar year for shares having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount will be treated as Non-statutory Stock Options. For purposes of this Section 1.4, options designated as Incentive Stock Options are considered in the order in which they were granted, and the Fair Market Value of stock is determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation

from that set forth in this Section 1.4, such different limitation will be deemed incorporated herein effective as of the date required or permitted by such amendment to the Code. If the Option is treated as an Incentive Stock Option in part and as a Non-statutory Stock Option in part by reason of the limitation set forth in this Section 1.4, Optionee may designate which portion of such Option Optionee is exercising. In the absence of such designation, Optionee will be deemed to have exercised the Incentive Stock Option portion of the Option first. To the extent certificated, separate certificates representing each such portion will be issued upon the exercise of the Option. (NOTE TO OPTIONEE: If the aggregate Exercise Price of the Option (that is, the Exercise Price multiplied by the Number of Option Shares) plus the aggregate exercise price of any other Incentive Stock Options you hold (whether granted pursuant to the Plan or any other Stock Option plan of the Participating Company Group) is greater than One Hundred Thousand Dollars ($100,000), you should contact the Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.)

2. ADMINISTRATION.

All questions of interpretation concerning this Option Agreement will be determined by the Company. All determinations by the Company will be final and binding upon all persons having an interest in the Option. Any Officer will have the authority to act on behalf of the

Company with	respect to any matter, right, obligation, or election which is the responsibility
of or which is	allocated to the Company herein, provided the Officer has apparent

authority with respect to such matter, right, obligation, or election.

1. 3. EXERCISE OF THE OPTION.

2. Right to Exercise. Except as otherwise provided herein, the Option will be exercisable on and after the Vesting Date and prior to the termination of the Option (as provided in Section 7) in an amount not to exceed the number of Vested Shares less the number of shares previously acquired upon exercise of the Option. In no event will the Option be exercisable for more shares than the Number of Option Shares. Notwithstanding the foregoing, the vesting period of the Option shall be accelerated so that the entire option shall be deemed to be fully vested, upon the termination without cause of the Optionee's service that occurs prior to the Company's 2024 AGM of a public tender offer, merger, acquisition or other similar transaction which results in a shareholder (alone or together with closely-related parties) owning at least of 30 percent of the voting power of the shares of the Company.
3. Method of Exercise. Exercise of the Option must be by written notice to the Company which includes an election to exercise the Option, the number of whole shares of Stock for which the Option is being exercised and such other representations and agreements as to Optionee's investment intent with respect to such shares as may be required pursuant to the

provisions of this Option Agreement. The written notice must be signed by Optionee and be delivered in person, by certified or registered mail, return receipt requested, by confirmed electronic mail, or by such other means as the Company may permit, to the Chief Financial Officer of the Company, or other authorized representative of the Participating Company Group, prior to the termination of the Option as set forth in Section 7, accompanied by full payment of the aggregate Exercise Price for the number of shares of Stock being purchased. The Option will be deemed to be exercised upon receipt by the Company of such written notice and the aggregate Exercise Price.

1. 4. PAYMENT OF EXERCISE PRICE.

2. Forms of Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the number of shares of Stock for which the Option is being exercised may be made in cash, by check or wire transfer.
3. Tax Withholding. At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, Optionee hereby authorizes withholding from payroll and any other amounts payable to Optionee, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Participating Company Group, if any, which arise in connection with the Option, including, without limitation, obligations arising upon (i) the exercise, in whole or in part, of the Option, (ii) the transfer, in whole or in part, of any shares acquired upon exercise of the Option, (iii) the operation of any law or regulation providing for the imputation of interest, or (iv) the lapsing of any restriction with respect to any shares acquired upon exercise of the Option. The Option is not exercisable unless the tax withholding obligations of the Participating Company Group are satisfied. Accordingly, the Company will have no obligation to deliver shares of Stock until the tax withholding obligations of the Participating Company Group have been satisfied by Optionee.
4. Share Registration. The shares as to which the Option is exercised will be registered in the name of Optionee.
5. Restrictions on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of shares of Stock upon exercise of the Option will be subject to compliance with all applicable requirements of law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable laws or other law or regulations or the requirements of any stock

exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised in the U.S. unless (i) a registration statement under the Securities Act will at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option, or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. OPTIONEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED I N T H E

U . S . UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of

the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority will not have been obtained. As a condition to the exercise of the Option, the Company may require Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

4.5 Fractional Shares. The Company will not be required to issue fractional shares upon the exercise of the Option.

5. NONTRANSFERABILITY OF THE OPTION.

The Option may be exercised during the lifetime of Optionee only by Optionee or Optionee's guardian or legal representative and may not be assigned or transferred in any manner.

6. TERMINATION OF THE OPTION.

The Option will terminate and may no longer be exercised after the first to occur of (a) the Option Expiration Date, (b) the last date for exercising the Option following termination of Optionee's Service as described in Section 7.

7. EFFECT OF TERMINATION OF SERVICE.

7.1 Termination. Notwithstanding any other provision of this Option Agreement, if prior to the end of the vesting period Optionee's Service is terminated then, except as set

forth in paragraph 7.2 below, the Option will cancel, terminate and cease to be exercisable on the effective date of such termination of Service.

1. Other Termination of Service. If the Optionee's Service is terminated as a result of the Optionee's death or permanent disability, then the Option shall be deemed to have vested up to the date of such termination based upon a monthly vesting schedule commencing on the Grant Date and ending on the date of the Company's 2024 AGM, and to the extent vested and exercisable by Optionee on the date on which Optionee's Service terminated, may be exercised by Optionee or their estate at any time prior to the Option Expiration Date.
2. Extension if Optionee Subject to Section 16(b). Notwithstanding the foregoing, if a sale within the applicable time period of shares acquired upon the exercise of the Option would subject Optionee to suit under Section 16(b) of the Exchange Act, the Option will remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by Optionee would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after Optionee's termination of Service, or (iii) the Option Expiration Date.
   8. RIGHTS AS A SHAREHOLDER.

Optionee will not have any rights as a shareholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 10Optionee understands and acknowledges that, except as otherwise provided in a separate, written agreement between a Participating Company and Optionee, Optionee's service as a Director is "at will" and is for no specified term. Nothing in this Option Agreement will confer upon Optionee any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate Optionee's Service as a Director, as the case may be, at any time.

9. NOTICE OF SALES UPON DISQUALIFYING DISPOSITION.

Optionee may dispose of the shares acquired pursuant to the Option only in accordance

with the provisions of this Option Agreement. In	addition, if the Notice designates this Option
as an Incentive Stock Option, Optionee must (a)	promptly notify the Company if Optionee

disposes of any of the shares acquired pursuant to the Option within one (1) year after the date Optionee exercises all or part of the Option or within two (2) years after the Date of Option Grant, and (b) provide the Company with a description of the circumstances of such disposition. Until such time as Optionee disposes of such shares in a manner consistent with the

provisions of this Option Agreement, unless otherwise expressly	authorized by the Company,
Optionee must hold all shares acquired pursuant to the Option in	Optionee's name (and not in

the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period immediately after Date of Option Grant. Notwithstanding the foregoing, this section shall not prevent or restrict the re-sale of the shares acquired pursuant to this Option in Sweden or any other non-US country in which such resale is permitted by the laws of such non-US country.

1. INTENTIONALLY OMMITTED.
2. ADDITIONAL AGREEMENTS.

As a condition to receiving the Options or exercising the Options, Optionee understands that he or she may be required to execute additional agreements, such as a Proprietary Rights Assignment Agreement. Any benefits hereunder are conditioned on Optionee executing any such additional agreements as may be required by the Company.

1. 12. MISCELLANEOUS PROVISIONS.

2. Binding Effect. Subject to the restrictions on transfer set forth herein, this Option Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.
3. Termination or Amendment. The Company may terminate or amend the Plan, the Appendix, or the Option at any time; provided, however, that no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of Optionee unless such termination or amendment is necessary to comply with any applicable law or government regulation or is required to enable the Option, if designated an Incentive Stock Option in the Notice, to qualify as an Incentive Stock Option. No amendment or addition to this Option Agreement will be effective unless in writing.
4. Notices. Any notice required or permitted hereunder will be given in writing and will be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery,

email, or by registered or certified mail, with postage and fees prepaid, addressed to the other party at the address shown below that party's signature or at such other address as such party may designate in writing from time to time to the other party.

12.4 Integrated Agreement. The Notice, this Option Agreement, the Plan, and the Appendix constitute the entire understanding and agreement of Optionee and the Participating Company Group with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among Optionee and the Participating Company Group with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Notice and the Option Agreement will survive any

exercise of the Option and will remain in full force and effect.

12.5 Applicable Law. For Optionees who are U.S. residents, this Option Agreement will be governed by the laws of the State of Delaware as such laws are applied to agreements between Delaware residents entered into and to be performed entirely within the State of Delaware, without giving effect to principles of conflicts of law. For Optionees who are residents of any other country, this Option Agreement will be governed by the laws of Sweden as such laws are applied to agreements between Swedish residents entered into and to be performed entirely within the Sweden, without giving effect to principles of conflicts of law.

Any dispute shall be finally settled by arbitration in accordance with the rules for expedited arbitration of the Arbitration Institute of Stockholm Chamber Commerce. The seat of arbitration shall be Stockholm, Sweden. The language of the arbitration shall be English. Written evidence may however be provided in the Swedish or English language.

All arbitral proceedings conducted pursuant to 12.5, all information disclosed and all documents submitted or issued by or on behalf of any of the disputing parties or the arbitrators in any such proceedings as well as all decisions and awards made or declared in the course of any such proceedings shall be kept strictly confidential and may not be used for any other purpose than these proceedings or the enforcement of any such decision or award nor be disclosed to any third party without the prior written consent of the party to which the information relates or, as regards to a decision or award, the prior written consent of all the other

disputing parties.

1. Counterparts. The Notice may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.¨
2. Recalculation terms. The provisions in item 8 in the terms and conditions for the warrants issued to ensure the delivery of Stock upon exercise of Options, Appendix 1, shall constitute an integral part of the T&C's and what is stated in regards to warrants in item 8 in Appendix 1 shall prevail mutatis mutandis to Options. Item 8 in Appendix 1 inter alia states that the number of shares to which each warrant entitles may be recalculated. In case of a conflict between the terms of the T&C's and Appendix 1, the terms of the T&C's shall prevail.
3. • * * * *

STOCK OPTION EXERCISE NOTICE

Optionee:

Date:

IMMUNOVIA AB (PUBL) [Address]

Attention:

Re: Exercise of Option

I was granted an option (the "Option") to purchase shares of the common stock (the "Shares") Immunovia AB (publ) (the "Company") pursuant to the Appendix C (the "Appendix") Company's Long Term Incentive Plan (the "Plan"), my Notice of Grant of Stock Option (the "Notice") and my Stock Option Agreement (the "Option Agreement") as follows:

Grant Number:

Date of Option Grant:

Number of Option Shares:

Exercise Price per Share: S E K

• Incentive Stock Option
• Non-statutoryStock Option

Please note that the alternative to select "Incentive Stock Option" or "Non-statutory Stock Option" above is not relevant for those who are not US-residents.

Exercise of Option. I hereby elect to exercise the Option to purchase the following number of Shares, all of which are Vested Shares in accordance with the Notice and the Option Agreement:

Total Shares Purchased:

Total Exercise Price (Total Shares X Price per Share) SEK

I have enclosed payment in full of the total exercise price for the Shares in the following form(s), as authorized by my Option Agreement:

Cash: SEKCheck: SEK.

Tax Withholding. I authorize payroll withholding and otherwise will make adequate provision for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with the Option. If I am exercising a Non-statutory Stock Option, I enclose

payment in full of	my withholding taxes, if any, as follows: (Contact Plan Administrator for
amount of tax due.)
Cash: SEK			Check: SEK	.

Notice of Disqualifying Disposition. If the Option is an Incentive Stock Option, I agreethat I will promptly notify the Chief Financial Officer of the Company if I transfer any of the Shares within one (1) year from the date I exercise all or part of the Option or within two (2) years of the Date of Option Grant.