MariaDB Corporation AB Amended and Restated Global Share Option Plan 2017 USA and Form of Option Agreement

Exhibit 10.13

MARIADB CORPORATION AB

AMENDED AND RESTATED GLOBAL SHARE OPTION PLAN 2017 USA

Adopted by the Board on August 16, 2022

Approved by the Company’s stockholders on September 2, 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 common stock, 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. For avoidance of doubt, Options and Awards granted under the Company’s Global Share Option Plan 2017 USA prior to its amendment hereby shall be subject to the terms of the Plan;

“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 Amended And Restated Global Share Option Plan 2017 USA, 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 available for issuance under this Plan from time to time. As of August 16, 2022, the Share Reserve is 37,674,421 Shares. 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 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.

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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

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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

“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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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;

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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

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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AMENDED AND RESTATED GLOBAL SHARE OPTION PLAN 2017 USA

Schedule for Incentive Stock Option Grants

The terms of this Schedule to the AMENDED AND RESTATED GLOBAL SHARE OPTION PLAN 2017 USA 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

GLOBAL SHARE OPTION PLAN 2017 USA

OPTION AWARD NOTICE

Dear    ,

You have been awarded an option to purchase shares in MariaDB Corporation Ab (the “Company”). The option is granted pursuant to the terms and conditions of the MariaDB Corporation Ab Global Share Option Plan 2017 USA (the “Plan”) and the Stock Option Agreement (together with this Award Notice, the “Agreement”). 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.

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.

Signature Page to Option Award Notice and Stock Option Agreement

MARIADB CORPORATION AB

GLOBAL SHARE OPTION PLAN 2017 USA

Stock Option Agreement

MariaDB Corporation Ab, a limited company incorporated under the laws of Finland (the “Company”), hereby grants to the individual (“Option Holder”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the MariaDB Corporation Ab Global Share Option Plan 2017 USA (the “Plan”), an option to purchase from the Company the number of Shares of common stock of the Company set forth in the Award Notice at the price per Share set forth in the Award Notice (the “Exercise Price”) (the “Option”), upon and subject to the terms and conditions set forth below, in the Award Notice and in the Plan. Capitalized terms not defined herein shall have the meanings specified in the Plan.

1. Option Subject to Acceptance of Agreement. The Option shall be forfeited if the Option Holder does not accept this Agreement by executing the Award Notice within ninety (90) days following the Grant Date, unless otherwise determined by the Directors, in the space provided therefor and returning an original execution copy of the Award Notice to the Company (or electronically accepting this Agreement within the Option Holder’s stock plan account with the Company’s stock plan administrator according to the procedures then in effect).

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 expiration date set forth in the Award Notice (the “Expiration Date”).

2.2. Vesting and Exercise of Option. The Option shall become vested and exercisable in accordance with the vesting schedule set forth in the Award Notice. The period of time prior to the full vesting of the Option shall be referred to herein as the “Vesting Period.” The Option shall be vested and exercisable following a termination of Option Holder’s employment according to the following terms and conditions:

(a) Termination due to Death. If Option Holder’s employment with the Group Company terminates prior to the end of the Vesting Period by reason of Option Holder’s death, then the Option, only to the extent vested on the effective date of such termination of employment, may thereafter be exercised by Option Holder’s executor, administrator, legal representative, guardian or similar person until and including the earlier to occur of (i) the date which is twelve (12) months after the date of such termination of employment and (ii) the Expiration Date.

(b) Termination due to Qualifying Termination. If Option Holder’s employment with the Group Company terminates prior to the end of the Vesting Period by reason of Option Holder’s Qualifying Termination, then the Option, only to the extent vested on the effective date of such termination of employment, may thereafter be exercised by Option Holder until and including the earlier to occur of (i) the date which is three (3) months after the date of such termination of employment and (ii) the Expiration Date.

(c) Termination other than due to Death or Qualifying Termination. If Option Holder’s employment with the Group Company terminates prior to the end of the Vesting Period by reason of a termination of Option Holder’s employment other than due to death or Option Holder’s Qualifying Termination, the Option, only to the extent vested on the effective date of such termination of employment, may thereafter be exercised by Option Holder until and including the earlier to occur of (i) the date which is ninety (90) days after the date of such termination of employment and (ii) the Expiration Date.

(d) Termination for Cause. If Option Holder’s employment with the Group Company terminates by reason of the Group Company’s termination of Option Holder’s employment for Cause, then the Option, whether or not vested, shall terminate immediately upon such termination of employment.

(e) Death Following Termination of Employment. If Option Holder dies during the period following a termination of employment other than for Cause and prior to the end of the post-termination exercise period described in Section 2.2(b) or (c), as applicable, the Option, only to the extent exercisable on the date of

Option Holder’s death, may thereafter be exercised by Option Holder’s executor, administrator, legal representative, guardian or similar person until and including the earlier to occur of (i) the date which is twelve (12) months after the date of Option Holder’s termination of employment and (ii) the Expiration Date.

(f) Definitions.

(i) Cause. For purposes of this Option, “Cause” shall mean one or more of the following: (A) Option Holder’s refusal (after written notice and reasonable opportunity to cure) to perform duties properly assigned which are consistent with the scope and nature of Option Holder ‘s position; (B) Option Holder’s commission of an act materially and demonstrably detrimental to the financial condition and/or goodwill of any Group Company, which act constitutes gross negligence or willful misconduct in the performance of duties to the Group Company; (C) Option Holder’s commission of any theft, fraud, act of dishonesty or breach of trust resulting in or intended to result in material personal gain or enrichment of Option Holder at the direct or indirect expense of the Group Company; (D) Option Holder’s conviction of, or plea of guilty or nolo contendere to, a felony; (E) Option Holder’s material violation of any written policies of the Group Company or Option Holder’s violation of any statutory or common law duty of loyalty to the Group Company or its affiliates; or (F) Option Holder’s violation of any Restrictive Covenant. No act or failure to act will be considered “willful” (x) unless it is done, or omitted to be done, by Option Holder in bad faith or without reasonable belief that Option Holder’s action or omission was in the best interests of the Company or (y) if it is done, or omitted to be done, in reliance on the informed advice of the Company’s outside counsel or independent accountants or at the express direction of the Board.

(ii) Qualifying Termination. For purposes of this Option, an Option Holder experiences a “Qualifying Termination” if the Option Holder ceases to be an employee of any Group Company for any of the following reasons: (A) ill-health, injury, disability or redundancy; (B) retirement; (C) early retirement by written agreement with the Option Holder’s employer being a member of the Group Company; (D) his or her employing company ceasing to be under the control of the Company, or, as a result of a transfer of the undertaking in which the Option Holder works, transfer to a company which is neither under the control of the Company nor a member of the Group Company; or (E) any other reason specified by the Directors in their absolute discretion.

(iii) Restrictive Covenant. For purposes of this Option, “Restrictive Covenant” shall mean any non-competition, non-solicitation, confidentiality or protection of trade secrets (or similar provision regarding intellectual property) covenant by which Option Holder is bound under any agreement between Option Holder and any member of the Group Company.

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 Option Holder (a) by delivering to the Company an exercise notice in the form prescribed by the Company specifying the number of whole Shares to be purchased and by accompanying such notice with payment therefor in full (or by arranging for such payment to the Company’s satisfaction) either (i) in cash, (ii) to the extent permitted by the Directors, by delivery to the Company (either actual delivery or by attestation procedures established by the Company) of Shares having an aggregate Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable pursuant to the Option by reason of such exercise, (iii) to the extent permitted by the Directors, by authorizing the Company to withhold whole Shares which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such obligation, (iv) except as may be prohibited by applicable law and to the extent the Company is publicly traded, in cash by a broker-dealer acceptable to the Company to whom Option Holder has submitted an irrevocable notice of exercise or (v) by a combination of (i), (ii) and (iii), and (b) by executing such 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, as described in Section 4.1, have been paid.

(b) Notwithstanding the foregoing, the Directors may in their sole discretion determine not to transfer or issue Shares upon exercise of the Option, but instead pay to the Option Holder in cash an amount equal to the product of (i) the number of Shares subject to the portion of the Option being exercised and (ii) the Fair Market Value of a Share on the Exercise Date reduced by the Exercise Price of said Option. If the Directors so determine, the Exercise Price shall not be payable, and if already paid, shall be repaid to the Option Holder forthwith, in which cases the payment to the Option Holder shall be reduced by said amount.

2.4. Termination of Option. In no event may the Option be exercised after it terminates as set forth in this Section 2.4. The Option shall terminate, to the extent not earlier terminated pursuant to Section 2.2 or exercised pursuant to Section 2.3, on the 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. The Option may not be transferred by Option Holder other than by will or the laws of descent and distribution. Except to the extent permitted by the foregoing sentence, (i) during Option Holder’s lifetime the Option is exercisable only by Option Holder or Option Holder’s legal representative, guardian or similar person and (ii) 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. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Option, the Option and all rights hereunder shall immediately become null and void.

3.2. Investment Representation. 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 of 1933, as amended (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, 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, 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 Directors 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, 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 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 Option Holder.

(b) Option Holder may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (i) a cash payment to the Company; (ii) to the extent permitted by the Directors, delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole Shares having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; (iii) to the extent permitted by the Directors, authorizing the Company to withhold whole Shares which would otherwise be delivered to Option Holder upon exercise of the Option having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments; (iv) except as may be prohibited by applicable law and to the extent the Company is publicly traded, a cash payment by a broker-dealer acceptable to the Company to whom Option Holder has submitted an irrevocable notice of exercise; or (v) any combination of (i), (ii) and (iii). Shares to be delivered or withheld 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; provided that the Directors shall be permitted to limit the number of shares so delivered or withheld to a lesser number if necessary, as determined by the Directors, to avoid adverse accounting

consequences or for administrative convenience; provided, however, that 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 may be rounded up to the next nearest whole Share. No Share or certificate representing a Share shall be issued or delivered until the Required Tax Payments have been satisfied in full.

(c) 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 any of the following events occur: (a) 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”); (b) 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 the Group 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 (c) 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 Group Company) exceeds $100,000. For purposes of clause (c) above, the “fair market value” of the Shares shall be determined as of the Grant Date. 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 shall constitute a separate non-qualified 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 thirty (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 agrees to use reasonable efforts 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, 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 pay all original issue or transfer taxes and all fees and expenses incident to such issuance, except as otherwise provided in Section 4.1.

4.4. Shareholders’ Agreement. Notwithstanding anything in this Agreement to the contrary, and in accordance with Section 3 of the Plan, as a condition to the receipt of Shares pursuant to this Agreement, the Option Holder shall execute and become a party to the Shareholders’ Agreement among the Company and its shareholders (the “Shareholders’ Agreement”), Section 10 of which shall set forth certain restrictions on the transferability of the Shares, and such other terms as the Directors shall from time to time establish.

4.5. Option Confers No Rights as Shareholder. 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 Option Holder becomes a shareholder of record with respect to such issued shares. Option Holder shall not be considered a shareholder of the Company with respect to any such 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 Option Holder, or any provision of this Agreement or the Plan, give or be deemed to give Option Holder any right to continued employment by the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment of any person at any time.

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

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 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 Option Holder, to the last known mailing address of Option Holder contained in the records of the Company or 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 or (b) by mailing in the United States mails. 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 five (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. This Agreement, the Option and all determinations made and actions taken pursuant hereto and thereto, to the extent not governed by the Code, shall be governed by the laws of Finland and construed in accordance therewith without giving effect to principles of conflicts of laws.

4.11. Agreement Subject to the Plan. This Agreement is subject to the provisions of the Plan and shall be interpreted in accordance therewith. In the event that the provisions of this Agreement and the Plan conflict, the Plan shall control. The Option Holder hereby acknowledges receipt of a copy of the Plan.

4.12. 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, and may not be modified adversely to the Option Holder’s interest except by means of a writing signed by the Company and the Option Holder.

4.13. 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.

4.14. 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.

4.15. 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.