MariaDB Corporation AB Summer 2022 USA Share Option Plan and Form of Agreement

Exhibit 10.12

MARIADB CORPORATION AB

SUMMER 2022 USA SHARE OPTION PLAN

Adopted by the Board on July 4, 2022

Approved by the Company’s stockholders on July 18, 2022

For purposes of the Plan and Awards granted hereunder, the following defined terms shall have the following meanings:

“Board” means the board of the directors of the Company;

“Business Day” means a day which is not a Saturday, Sunday or other public holiday or, with respect to the payment of promissory notes, is not equated with a public holiday in Finland and Sweden;

“Change of Control” means (i) a transfer of all or substantially all the voting stock of the Company to a third party or third parties in a single transaction; (ii) a sale of all or substantially all of the assets of the Company in a single transaction; or (iii) a merger, reorganization or consolidation or other transaction in which the shareholders of the Company prior to the transaction would possess, after the transaction, less than 50% of the outstanding shares of the Company’s capital stock or less than 50% of the voting power of the outstanding shares of the Company’s capital stock, irrespective of the nature of the consideration received;

“Code” means the US Internal Revenue Code of 1986, as amended from time to time;

“Common Stock” means the Company’s Ordinary shares, with no par value per share;

“Company” means MariaDB Corporation Ab, formerly known as SkySQL Corporation Ab, Business ID FI ###-###-####-1, a limited company incorporated under the laws of Finland;

“Date of Grant” or “Grant Date” means the date on which an Option is granted;

“Eligible Employee” means an Eligible Participant who is an employee of a Participating Company, as determined under the Code.

“Eligible Participant” means any person designated by the Board who, on the Date of Grant, is an employee, consultant, member of the Board, or officer of a Participating Company; provided, however, grants to any independent contractor (including directors, consultants and advisors) must be to a natural person who provides bona fide services to a Participating Company, and (i) the services must not be in connection with the offer and sale of the Company’s securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities and (ii) the grant of an Award does not cause the Company to lose the ability to make grants under this Plan in reliance on Rule 701 of the Securities Act;

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time;

“Exercise Condition” means any condition related to the exercise of an Option;

“Exercise Price” means the amount payable for each Share, expressed in EUR, or any other currency determined by the Board;

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“Fair Market Value” means the per share fair market value of the Common Stock as established in good faith by the Board. In general, if the Common Stock is listed on an established stock exchange or national market system, the Board will use either the mean between the high and low sales prices of the Shares on that date or the closing sales price for the Shares during regular trading, or if not trading on that date, such price on the last preceding date on which the Shares were traded, unless determined otherwise by the Board using such methods or procedures as it may establish. If the Shares are not listed on a national stock exchange or national market system, the Board will determine Fair Market Value in a manner consistent with Sections 409A and 422 of the Code. However, in determining the value of a Share for purposes of tax reporting purposes and such other purposes as determined by the Board, the Board may calculate Fair Market Value using the foregoing methods, the actual sales price in the transaction at issue (e.g., “sell to cover”), or such other value determined by the Company’s general counsel or principal financial officer in good faith in a manner that complies with applicable laws;

“Finnish Transfer Tax” means transfer tax payable pursuant to the Finnish Transfer Tax Law 931/1996, as amended.

“Grantor” means the Board;

“Incentive Stock Option” or “ISO” means an Option that qualifies as an “incentive stock option” as that term is defined for purposes of Section 422 of the Code or any successor provision. ISOs may only be granted to Eligible Employees;

“Nonqualified Stock Option,” “Nonstatutory Stock Option,” or “NSO” means an Option that does not qualify as an Incentive Stock Option;

“Option” or “Award” means a right granted under the Plan to acquire Shares. On a case by case basis, the Board may decide that an Option means the right to subscribe for or purchase a Warrant, in which case the Board shall on a case by case basis determine the specific terms and conditions relating to such Warrants. For the avoidance of doubt, it is stated that an Option is a contractual arrangement between the Grantor and the Option Holder and does not, unless otherwise explicitly notified on a case-by-case basis, refer to any stock option rights or special rights in accordance with the Finnish Companies Act as in force from time to time;

“Option holder” or “Option Holder” means a person holding an Option;

“Option Period” means a period starting on the Date of Grant and ending not later than 10 years after the Date of Grant. If an Option is not an ISO, the Board may, at the Date of Grant, determine to provide an Option Period in excess of 10 years, but only to the extent doing so does not violate applicable laws;

“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, shares possessing 50% or more of the total combined voting power of all classes of shares in one of the other corporations in such chain;

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“Participating Companies” means the Company and its Subsidiaries;

“Plan” means this Summer 2022 USA Share Option Plan, as amended from time to time;

“Rule 701” means Rule 701 of the Securities Act;

“Rules” means the terms of the Plan, as amended from time to time;

“Section 409A” means Section 409A of the Code;

“Securities Act” means the US Securities Act of 1933, as amended from time to time;

“Share Reserve” means the number of Shares the Company’s stockholders have approved for issuance under this Plan from time to time. As of July 18, 2022 (the “Stockholder Approval Date”, the Company’s stockholders have approved for issuance under the Plan 5,150,000 Shares pursuant to Awards that the Board may grant between the Stockholder Approval Date and the first anniversary of the Stockholder Approval Date (the “Authorization Period”). Shares issued under the Plan will be new shares or treasury shares.. Shares covered by an Award will not reduce the available Share Reserve unless and until they are issued to an Option Holder on the Company’s stockholder ledger. If (A) any Award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder, or (B) an Award is settled in cash, then those shares that are not issued under the Award will remain, or again become, available for issuance under the Plan. Notwithstanding anything in the foregoing, the Share Reserve and the size thereof will at all times be subject to the Board having been authorized to issue Shares by the general meeting of the Company or as may be required under applicable law;

“Shares” means shares of Common Stock;

“Stock Exchange” means any stock exchange or authorized or regulated market place, such as NYSE, NASDAQ OMX, Helsinki Stock Exchange and Stockholm Stock Exchange;

“Subsidiary” means a company in which the Company a) holds more than 50% of the voting rights or b) otherwise exercises control in in accordance with Chapter 1, Section 5 of the Finnish Bookkeeping Act; provided, however, that to the extent necessary for compliance with applicable laws, “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, shares possessing 50% or more of the total combined voting power of all classes of shares in one of the other corporations; and

“Warrant” means an option right or a special right issued by the Company in accordance with the Finnish Companies Act as in force from time to time.

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a) in cash or cash equivalent, including checks, wire transfers, or ACH payments;

b) solely in respect of nonstatutory stock options and only to the extent permitted by applicable laws, by having the Company withhold Shares and any other consideration that would otherwise be issued under an Award (other than in respect of an Incentive Stock Option) that have an aggregate Fair Market Value on that date equal to the consideration owed to the Company, including in connection with a Change of Control (a “Withhold to Cover”);

c) by tendering (either actually or, if and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) Shares owned by the Option Holder free and clear of any liens, claims or other encumbrances that have an aggregate Fair Market Value on that date equal to the consideration owed to the Company, but only if the tender will not result in any adverse accounting consequences to the Company;

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d) if and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by applicable laws, delivery of a properly executed agreement, together with irrevocable instructions to a brokerage firm designated or approved by the Company to deliver promptly to the Company the aggregate amount of proceeds to pay the consideration due to the Company, all in accordance with the regulations of the Federal Reserve Board (a “Public Sell to Cover”);

e) solely to the extent permitted by applicable law and approved of by the Board at the time of exercise, by delivery of a full recourse promissory note that bears interest at a rate specified by the Board that is not less than the rate required to avoid imputation of interest (taking into account any exceptions to the imputed interest rules) for federal income tax purposes, compounding semi-annually, and such other terms as are necessary to avoid adverse financial accounting charges; and/or

f) such other consideration as the Board may permit.

If an Option Holder engages in a Withhold to Cover transaction to pay for applicable tax withholdings, the value of the Shares so withheld may not exceed the employer’s applicable maximum required tax withholding rate or such other applicable rate as is necessary to avoid adverse treatment for financial accounting purposes, as determined by the Board.

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Any portion of an Option that is not exercised prior to such earliest date will be forfeited and expire, without consideration, at the close of business at the Company’s headquarters on such earliest date.

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a) The Board will use reasonable best efforts to interpret, operate and administer the Plan and any Award granted under the Plan in a manner consistent with this intention. However, the Board makes no representations that Awards granted under the Plan will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to Awards granted under the Plan and will have no obligation to pay for any taxes, penalties, interests or other costs associated with the application of Section 409A to an Award.

b) If necessary for exemption from, or compliance with, Section 409A:

c) All references in the Plan or any Award granted under the Plan to the termination of the Option Holder’s employment or service are intended to mean the Option Holder’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i).

d) The Board will treat each installment that vests or is delivered under an Award in a series of payments or installments as a separate payment for purposes of Section 409A, unless expressly set forth in the Award Agreement that each installment is not a separate payment.

e) If the Option Holder is a “specified employee,” within the meaning of Section 409A, then if necessary to avoid subjecting the Option Holder to the imposition of any additional tax under Section 409A, amounts that would otherwise be payable under the Plan or any Award granted under the Plan during the 6-month period immediately following the Option Holder’s “separation from service” will not be paid to the Option Holder during such period, but will instead be accumulated and paid to the Option Holder (or, in the event of the Option Holder’s death, the Option Holder’s estate) in a lump sum on the first business day after the earlier of the date that is 6 months following the Option Holder’s separation from service or the Option Holder’s death, unless the amounts can be paid in another manner that complies with Section 409A.

f) If, after the Grant Date of an Award, the Board determines that an Award is reasonably likely to fail to be either exempt from or compliant with Section 409A, the Board reserves the right, but will not be required, to unilaterally (and without the affected Option Holder’s consent) amend or modify the Plan and any Award granted under the Plan so that the Award qualifies for exemption from or complies with Section 409A. Any such amendment or modification made to avoid the imposition of adverse taxation under Section 409A will be deemed not to materially adversely impact the Option Holder.

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a) arrange for the surviving or acquiring company (or its parent company) to assume or continue the Award or to substitute a similar stock-based award for the Award (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Change of Control) that preserves the material terms of the original Award;

b) arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to the Award to the surviving or acquiring company (or its parent company);

c) accelerate the vesting, in whole or in part, of the Award held by an Option Holder who has not had a termination of service (and, if applicable, the time at which the Award may be exercised or settled) to a date prior to the effective time of such Change of Control as the Board determines (or, if the Board does not determine such a date, to the date that is five days prior to the effective date of the Change of Control), with such Award terminating immediately prior to the effective time of the Change of Control;

d) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Award on a date prior to the effective time of such Change of Control as the Board will determine (or, if the Board will not determine such a date, on the date that is five days prior to the effective date of the Change of Control);

e) cancel or arrange for the cancellation of the Award, to the extent not vested or not exercised prior to the effective time of the Change of Control, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; and

f) make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Option Holder would have received on the exercise or settlement of the Award immediately prior to the effective time of the Change of Control, over (B) any price payable by such holder in connection with such exercise or settlement, in consideration for the termination of such Award at or immediately prior to the closing. For clarity, this payment may be zero if the Fair Market Value of the property is equal to or less than the exercise or purchase price.

The Board need not take the same action with respect to all Awards or portions thereof or with respect to all Option Holders. The Board may take different actions with respect to the vested and unvested portions of an Award. The Board may provide that payments may be subject to the same terms and conditions as the payment of consideration to the holders of the Company’s Common Stock in connection with the Change of Control, including any delay as a result of escrows, earn outs, holdbacks or other contingencies. The Board may also provide that payments made over time will remain subject to substantially the same vesting schedule as the Award, including any performance-based vesting metrics that applied to the Award immediately prior to the closing of the Change of Control

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“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT EFFECTIVE REGISTRATIONS THEREUNDER OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATIONS ARE NOT REQUIRED.”

“THE SHARES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN EQUITY INCENTIVE PLAN AND/OR AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, COPIES OF WHICH ARE ON FILE WITH AND MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY AT NO CHARGE.”

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9.1 Administrative Powers. The Board will have full power and exclusive authority, subject to the terms of this Plan, restrictions under applicable law, and the delegation of authority from the Board, to:

a) select which Eligible Participant will be granted Awards;

b) determine the type of Option, the number of Shares covered by the Option, the Fair Market Value of the Shares, and the terms and conditions of that Award (including when the Option may vest, be exercised, or settled, whether the Option carries rights to dividends or dividend equivalents, and whether the Option is to be settled in cash, shares of Common Stock, or other property) and the form of Option agreement;

c) determine whether, to what extent and under what circumstances Option may be amended (including to waive restrictions, accelerate vesting or extend exercise periods), tolled, cancelled or terminated;

d) interpret and administer the Plan, any Option agreement and any other agreements or documents related to the administration of Option;

e) establish rules, and delegate ministerial duties to the Company’s employees consistent with applicable law, for the proper administration of the Plan; and

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f) make any other determination and take any other action that the Board deems necessary or desirable for administration of the Plan.

The Board’s decisions will be final, conclusive and binding on all persons, including the Company, any Option Holder, any stockholder and any Eligible Participant.

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SUMMER 2022 USA SHARE OPTION PLAN

Schedule for Incentive Stock Option Grants

The terms of this Schedule to the SUMMER 2022 USA SHARE OPTION PLAN will apply to Options intended to qualify as Incentive Stock Options under the Code. Unless the Board otherwise specify in writing, any Option granted under the Plan is intended to qualify as an Incentive Stock Option.

As provided in the Plan, Options granted pursuant to this Schedule will be governed by and construed in accordance with the laws of Finland except that Options intended to qualify as Incentive Stock Options will be construed in accordance with the provisions of Sections 421 and 422 of the Code (as defined in paragraph 3) so as to preserve their intended status as Incentive Stock Options. As provided in the Plan, any conflict between the laws of Finland and the requirements for Incentive Stock Options will be resolved to favor the latter.

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Prior to January 31 of the year following the calendar year of exercise of an Incentive Stock Option pursuant to this Plan, the Company shall cause to be furnished to the Option Holder a statement that complies with the requirements of US Internal Revenue Code Form 3921 (or any successor form thereto).

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MARIADB CORPORATION AB

SUMMER 2022 USA SHARE OPTION PLAN

OPTION AWARD NOTICE

Dear _______,

MariaDB Corporation Ab (the “Company”) has granted you a stock option to purchase the number of Shares of the Company’s Common Stock set forth below (the “Option”). The Option is governed by the terms and conditions of this Option Award Notice (this “Award Notice”), the attached Stock Option Agreement (together with this Award Notice, the “Agreement”) and the MariaDB Corporation Ab Summer 2022 USA Share Option Plan (the “Plan”). Copies of the Plan and the Stock Option Agreement are attached hereto. Capitalized terms not defined herein shall have the meanings specified in the Plan or the Agreement.

Vesting Schedule: [Prior to the date of your termination of employment or service with a Participating Company, the Option will vest with respect to 25% of the total number of Shares subject to the Option on the one-year anniversary of the Vesting Commencement Date and the remaining Shares will vest in 12 equal quarterly installments thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, the last day of the month).]

Exercisability: You may only exercise the Option as to the vested portion of the Option. The Company reserves the right to limit the dates on which you can exercise your vested Option.

Additional Terms/Acknowledgement: You acknowledge receipt of, and understand and agree to, this Award Notice, the Stock Option Agreement and the Plan. You further acknowledge that as of the Grant Date, this Award Notice, the Stock Option Agreement and the Plan set forth the entire understanding between you and the Company regarding the Option and supersede all prior oral and written agreements on the subject. If the Award Notice or the Stock Option Agreement conflict with the Plan, the Plan will control. By accepting this Option, you consent to receive the documents related to the Plan by electronic delivery.

Acknowledgment, Acceptance and Agreement:

By signing below and returning this Award Notice to MariaDB Corporation Ab, I hereby acknowledge receipt of the Agreement and the Plan, accept the Option granted to me and agree to be bound by the terms and conditions of this Award Notice, the Agreement and the Plan.

_____________________

[Name of Option Holder]

_____________________

Date

Non-Acceptance

I do not accept the grant of the Option made to me by the Company.

Signature Page to Option Award Notice and Stock Option Agreement

MARIADB CORPORATION AB

SUMMER 2022 USA SHARE OPTION PLAN

STOCK OPTION AGREEMENT

MariaDB Corporation Ab, a limited company incorporated under the laws of Finland (the “Company”), hereby grants to the Option Holder named in the award notice attached hereto (the “Award Notice”) a stock option to purchase Shares of the Company’s Common Stock on the terms set forth in the Award Notice (the “Option”), this Stock Option Agreement (together with this Award Notice, this “Agreement”) and the MariaDB Corporation Ab Summer 2022 USA Share Option Plan (the “Plan”).

1. Vesting. The Option will vest as provided in the Award Notice, subject to the limitations contained in this Agreement and the Plan. On the date of termination of the Option Holder’s employment or service with a Participating Company, vesting will stop, and the portion of the Option that remains unvested will terminate and be forfeited for no consideration. The Option may only be exercised as to the vested portion.

2. Time and Manner of Exercise of Option.

2.1. Maximum Term of Option. In no event may the Option be exercised, in whole or in part, after the earlier of the Option Expiration Date set forth in the Award Notice and the date that is 10 years after the Grant Date.

2.2. Termination of Option Following Termination of Service. In the event of termination of employment or other service with the Company and all other Participating Companies, and subject to the satisfaction of any Exercise Conditions, the Option Holder must exercise the Option (to the extent vested), if at all, prior to the earliest

to occur of:

(a) the date that is 90 days after the date of the Option Holder’s termination of employment or service, unless such termination is due to death;

(b) if the termination is due to the Option Holder’s death, the date that is 12 months after the Option Holder’s death;

(c) if, during any of the foregoing periods, the Company undergoes a Change of Control and the successor or acquiring entity refuses to assume, continue, replace or substitute an equivalent award, then on the closing of the Change of Control; and

(d) the Option Expiration Date (set forth in the Award Notice).

Any portion of an Option that is not exercised prior to such earliest date will be forfeited and expire, without consideration, at the close of business at the Company’s headquarters on such earliest date.

2.3. Method of Exercise.

(a) Subject to the limitations set forth in this Agreement, the Option, to the extent vested, may be exercised by the Option Holder by delivering to the Company (1) an exercise notice in the form prescribed by the Company specifying the number of whole Shares to be purchased, (2) payment in full for the exercise price of the Shares being purchased, along with all Required Tax Payments (as defined in Section 4.1(a)), and (3) such other documents as the Company may reasonably request. No Share or certificate representing a Share shall be issued or delivered until the full purchase price therefor and any withholding taxes thereon have been paid.

(b) The Option Holder may pay the exercise price for the Option (1) by cash or cash equivalent acceptable to the Company, such as personal check, ACH, wire transfer, or other electronic transmission of fiat currency; (2) if permitted by the Company and only to the extent this Option is a Nonqualified Stock Option, by having the Company withhold whole Shares that would otherwise be delivered on exercise that have a Fair Market Value on the date of exercise of the Option equal to not more than the Exercise Price of the Option; and/or (3) if the Common Stock is registered under the Exchange Act and if permitted by applicable law, by instructing a broker to deliver to the Company the total payment required, all in accordance with the regulations of the U.S. Federal Reserve Board.

(c) Shares to be withheld in satisfaction of the exercise price or the Required Tax Payments may not have a Fair Market Value in excess of the amount determined by applying the maximum individual statutory tax rate in the Option Holder’s jurisdiction. In addition, the Board shall be permitted to limit the number of Shares so delivered or withheld to a lesser number, if necessary, as determined by the Board, to avoid adverse accounting consequences. In addition, if a fraction of a Share would be required to satisfy the maximum individual statutory rate in the Option Holder’s jurisdiction, then the number of Shares to be delivered or withheld will be rounded down to the next nearest whole Share and the balance must be paid in cash.

2.4. Termination of Option. The Option shall terminate, to the extent not earlier terminated pursuant to Section 2.2 or exercised pursuant to Section 2.3, on the Option Expiration Date. Upon the termination of the Option, the Option and all rights hereunder shall immediately become null and void.

3. Transfer Restrictions and Investment Representations.

3.1. Nontransferability of Option. Unless otherwise permitted by the Board for Nonqualified Stock Options, the Option may not be transferred by the Option Holder other than by will or the laws of descent and distribution. Except to the extent permitted by the foregoing sentence, (a) during the Option Holder’s lifetime the Option is exercisable only by the Option Holder or the Option Holder’s legal representative, guardian or similar person and (b) the Option may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Any attempt to sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Option that does not comply with this Section 3.1 will be void and not recognized by the Company.

3.2. Investment Representation. The Option Holder hereby represents and covenants that (a) any Shares purchased upon exercise of the Option will be purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act, unless such purchase has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such Shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Option Holder shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of any purchase of any Shares hereunder or (y) is true and correct as of the date of any sale of any such Shares, as applicable. As a further condition precedent to any exercise of the Option, the Option Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the Shares and, in connection therewith, shall execute any documents which the Board shall in their sole discretion deem necessary or advisable.

4. Additional Terms and Conditions.

4.1. Tax Matters.

(a) As a condition precedent to the issuance of Shares following the exercise of the Option, the Option Holder shall, upon request by the Company, pay to the Company in addition to the purchase price of the shares, such amount as the Company determines is required, under all applicable federal, state, local or other laws or regulations, to be withheld and paid over as income or other withholding taxes (the “Required Tax Payments”) with respect to such exercise of the Option. If the Option Holder shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to the Option Holder or may deem the attempt to exercise the Option null and void to the extent of the tax deficiency. No Share or certificate representing a Share shall be issued or delivered until the Required Tax Payments have been satisfied in full.

(b) If the Option is designated as an “Incentive Stock Option” on the Award Notice, then the Option is intended to qualify as an “incentive stock option” under section 422 of the Code. Notwithstanding the foregoing, the Option will not qualify as an “incentive stock option” if, among other fact patterns, any of the following events occur: (1) the Option Holder disposes of the Shares acquired pursuant to the Option at any time during the two-year period following the date of this Agreement or the one-year period following the date of any exercise of the Option (a “Disqualifying Disposition”); (2) except in the event of the Option Holder’s death or disability (as defined

in section 22(e)(3) of the Code), the Option Holder is not employed by a Participating Company at all times during the period beginning on the date of this Agreement and ending on the day that is three months before the date of any exercise of the Option; or (3) the aggregate fair market value of the Shares subject to “incentive stock options” held by the Option Holder which become exercisable for the first time in any calendar year (under all plans of the Participating Companies) exceeds $100,000. To the extent that all or a portion of the Option does not qualify as an “incentive stock option,” it shall not affect the validity of the Option (or portion thereof) and such excess shall constitute a separate Nonqualified Stock Option without any further action by the Company or the Option Holder. If the Option Holder disposes of any Shares acquired pursuant to the exercise of the Option in a Disqualifying Disposition, the Option Holder shall notify the Company in writing within 30 days after such disposition of the date and terms of such disposition. The Option Holder also agrees to provide the Company with any information concerning any such dispositions as the Company requires for tax purposes.

4.2. Compliance with Applicable Law. The Option is subject to the condition that if the listing, registration or qualification of the Shares subject to the Option upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the purchase or issuance of Shares hereunder, the Option may not be exercised, in whole or in part, and such Shares may not be issued, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company is under no obligation to effect or obtain any such listing, registration, qualification, consent, approval or other action.

4.3. Issuance or Delivery of Shares. Upon the exercise of the Option (including the satisfaction of all Exercise Conditions), in whole or in part, the Company shall issue or deliver, subject to the conditions of this Agreement, the number of Shares purchased against full payment therefor. Such issuance shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. The Company shall take care of the duly registration of the Shares with the Finnish Trade Register. The Company shall pay only the Finnish original issue taxes or Finnish transfer taxes incident to such issuance. All other tax obligations of the Option Holder shall borne solely by the Option Holder.

4.4. Shareholders’ Agreement; Imposition of Other Requirements. Notwithstanding anything in this Agreement to the contrary, as a condition to the receipt of Shares pursuant to this Agreement, the Option Holder shall, if required by the Company, execute and become a party to the then-current shareholders’ agreement among the Company and its shareholders (the “Shareholders’ Agreement”), which shall set forth certain restrictions on the transferability of the Shares, and such other terms as the Board shall from time to time establish. The Company reserves the right to impose other requirements on the Option and on any Shares acquired under the Option, to the extent the Company determines it is necessary or advisable to comply with applicable laws, facilitate the administration of the Plan or facilitate a Change of Control. By accepting this Agreement, the Option Holder agrees to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, the laws of the country in which the Option Holder is working or resides at the time of grant, vesting and exercise of the Option or the sale of Shares received pursuant to this Agreement (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject the Option Holder to additional procedural or regulatory requirements that the Option Holder is and will be solely responsible for and must fulfill

4.5. Option Confers No Rights as Shareholder. The Option Holder shall not be entitled to any privileges of ownership with respect to Shares subject to the Option unless and until such shares are purchased and issued upon the exercise of the Option, in whole or in part, and the Option Holder becomes a shareholder of record with respect to such issued Shares. The Option Holder shall not be considered a shareholder of the Company with respect to any Shares not so purchased and issued.

4.6. Option Confers No Rights to Continued Employment. In no event shall the granting of the Option or its acceptance by the Option Holder, or any provision of this Agreement or the Plan, give or be deemed to give the Option Holder any right to continued employment by or service with the Company or any Participating Company or affect in any manner the right of the Company or any Participating Company to terminate the employment or service of the Option Holder or any other person at any time.

4.7. Decisions of the Board. The Board shall have the right to resolve all questions which may arise in connection with the Option, including regarding its exercise. Any interpretation, determination or other action made or taken by the Board regarding the Plan or this Agreement shall be final, binding and conclusive on all persons.

4.8. Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Option Holder, acquire any rights hereunder in accordance with this Agreement or the Plan.

4.9. Notices. All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, via electronic mail to ***@***, and if to the Option Holder, to the last known mailing address of the Option Holder contained in the records of the Company, such electronic email address notified by the Option Holder to the Company or in the absence of the foregoing, such other address that the Company considers appropriate. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by electronic mail with confirmation of receipt, (b) by mailing in the United States mails or (c) through the Company’s third party stock plan portal. Notices, requests or other communications sent by electronic mail shall be deemed to be received on the date of dispatch, and notices, requests or other communications sent by mailing shall be deemed to be received 5 business days following the date of dispatch; provided, however, that if a notice, request or other communication sent to the Company is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

4.10. Governing Law. Section 10 of the Plan governs this Agreement.

4.11. Entire Agreement. This Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Option Holder with respect to the subject matter hereof.

4.12. Partial Invalidity. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

4.13. Amendment and Waiver. Except as provided in the Plan, the provisions of this Agreement may be amended or waived only by the written agreement of the Company and the Option Holder, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

4.14. Counterparts. The Award Notice may be executed in two counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument.