Option Terms

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Article 1 - Definitions

In these Terms, the following capitalized terms shall have the meanings set out below:

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Article 2 - Grant

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2.1 Issuer grants Options

The Issuer shall determine, at its sole discretion, if, when, and to whom Options are granted.

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2.2 Grant Letter: minimum content

Each grant shall be documented in a written agreement between the Issuer and the Option Holder, which refers to and incorporates these Terms. Such agreement shall at least specify:

1. the number of Options;
2. the Grant Date;
3. the Exercise Price.

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2.3 Option Register

The Issuer shall maintain a register recording, for each Option Holder, the number of outstanding Options and, where applicable, the number of vested Options. Upon request, the Issuer shall make the register available for inspection by the relevant Option Holder, limited to their own data.

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2.4 No shareholder rights prior to exercise

Holding Options does not confer any shareholder or depository receipt holder rights. Option Holders have no entitlement to dividends, voting rights, or any other financial or governance rights attached to shares until the Options have been validly exercised and the underlying (depository receipts of) shares have been delivered.

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2.5 Expiration of offer upon non-acceptance

The Issuer may set a final acceptance date. If no such date is specified, the offer automatically lapses six (6) months after the grant date.

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Article 3 - Exercise

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3.1 Vesting and vesting conditions

Options are not immediately vested and are not immediately exercisable. The vesting of Options may be affected by other provisions in these Terms. Only vested Options may be exercised. Options vest and become exercisable over the Vesting Period, calculated from the Grant Date as specified upon grant:

1. during the initial Vesting Cliff Period starting on the Vesting Start Date, no Options vest;
2. on the first day following the Vesting Cliff Period, the Vesting Cliff Percentage of the total Options vests immediately;
3. the remaining Options vest in equal monthly instalments over the remainder of the Vesting Period, until the full Vesting Period since the Vesting Start Date has elapsed.

After completion of the Vesting Period, all Options are fully vested. When calculating the vested number of Options, rounding shall be to the nearest whole number of Options.

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3.2 Vesting linked to employment

Options shall only vest and become exercisable to the extent that the Option Holder remains employed or engaged by the Issuer under an employment or service agreement on the relevant date. In the event of termination of such engagement, vesting shall immediately cease as of the termination date. No further Options shall vest after that date.

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3.3 Exercise period

Options may be exercised within ten (30) years from the Grant Date, unless otherwise agreed. Unexercised Options automatically lapse upon expiry of this term, counted from the Grant Date.

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3.4 Exercise windows and valuation

The Issuer may establish fixed exercise windows during which Option Holders may exercise their Options simultaneously and on the basis of the same valuation. The Issuer shall determine or confirm the value of the Underlying Rights on or around the time of exercise in accordance with a reasonable and consistent valuation policy. Valuation may be based on applied valuation methodologies, recent transactions, funding rounds, or other events that, in the Issuer’s judgment, provide a representative view of value.

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3.5 Exercise procedure and effect

For vested Options, the Option Holder shall have the right to acquire Underlying Rights against payment of the Exercise Price and within the applicable Exercise Period. Exercise shall take place through:

1. notification by the Option Holder to the Issuer of the number of Options to be exercised;
2. payment by the Option Holder to the Issuer of the Exercise Price for such number of Options;
3. transfer by the Issuer to the Option Holder of a corresponding number of Underlying Rights.

Once notice and payment have been made, the exercise is irrevocable; the Option Holder may not revoke or amend the exercise.

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3.6 Payment of the Exercise Price

For each Option exercised, the Option Holder owes the Exercise Price to the Issuer. Payment shall be made in euros, in one instalment, before or around the time of the exercise notice, by bank transfer to an account designated by the Issuer. The Option Holder and the Issuer may agree in writing that payment is made wholly or partly in another currency or form.

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3.7 Delivery of Underlying Rights

The Issuer shall confirm the exercise in writing and deliver to the Option Holder, within ninety (90) days after receipt of the notice and payment, one (1) Underlying Right for each exercised Option. Upon delivery of the relevant Underlying Rights, the exercise shall be deemed fully completed and the corresponding Options shall lapse.

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3.8 Provisions applicable to Underlying Rights

The Underlying Rights obtained through exercise are subject to all rules and restrictions applicable to such rights, including the articles of association, administration or shareholders’ regulations, transfer restrictions, profit or dividend policies, and any other applicable agreements or resolutions. By exercising the Options, the Option Holder accepts these provisions and undertakes to comply with them.

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3.9 Taxes

The Option Holder is solely responsible for all taxes, withholdings, and levies arising from the grant or exercise of Options and shall indemnify the Issuer against any related claims. The Issuer is entitled to apply any legally required withholdings to the proceeds or delivery.

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Article 4 - Cancellation

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4.1 Purpose and scope

The Issuer shall have the authority to cancel Options in the cases specified in these Terms. Cancellation means that the affected Options lapse and no longer confer any rights or entitlements. Where applicable, the Issuer may repurchase Underlying Rights already issued to the Option Holder under the terms set out below.

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4.2 Good Leaver: cancellation and exercise period

If the Option Holder’s employment or engagement with the Issuer or any of its affiliated entities ends other than as a Bad Leaver, all unvested Options shall lapse as of the termination date. Vested Options shall remain exercisable for a reasonable period to be determined by the Issuer after termination, unless otherwise agreed in writing. The Option Holder shall cooperate with any administrative formalities, including the execution of required documentation.

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4.3 Bad Leaver: cancellation and repurchase

If the Option Holder’s employment or engagement is terminated due to misconduct, gross negligence, fraud, dishonesty, serious breach of duty, or material breach of obligations toward the Issuer, all Options (vested and unvested) shall immediately lapse without any compensation. In such case, the Issuer shall have the right to repurchase any Underlying Rights already issued to the Option Holder at a purchase price per right equal to the Exercise Price originally paid. The Option Holder shall fully cooperate with the repurchase or transfer, including timely signing of all necessary documents and delivering the Underlying Rights free of any encumbrances.

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4.4 Cancellation upon breach or non-compliance

If the Option Holder breaches any obligation or policy of the Issuer such as confidentiality, integrity, anti-corruption, sanctions, or non-competition policies or fails to meet the requirements for valid exercise, including timely payment of the Exercise Price or submission of required documentation, the Issuer may cancel the relevant Options without compensation. The Issuer may, at its discretion, allow rectification within a reasonable period; failure to do so results in final lapse of the Options.

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4.5 Cancellation upon invalid transfer or encumbrance

Any transfer, pledge, or other disposition of Options in violation of applicable restrictions shall be void and entitles the Issuer to cancel the affected Options.

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4.6 Correction of administrative error

If, due to an obvious mistake or administrative error, more or different Options than intended have been granted or recorded, the Issuer may cancel or correct such Options to restore the intended situation. The Option Holder shall be notified of such correction in writing.

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4.7 Cancellation due to legal or regulatory restrictions

If the retention or exercise of Options would conflict or risk conflicting with applicable laws, regulatory requirements, licence conditions, or sanctions regimes, the Issuer may cancel the affected Options, in whole or in part, to the extent reasonably necessary or desirable to ensure compliance.

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4.8 Procedure: notice and registration

Cancellation shall take effect by written notice to the Option Holder specifying the reason, the number of Options, and the effective date. The Issuer shall update the option register accordingly and provide confirmation to the Option Holder upon request.

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4.9 Consequences of cancellation

As of the effective date of cancellation, the Option Holder irrevocably loses all rights attached to the cancelled Options, without any entitlement to compensation or damages, except for a repurchase amount for Underlying Rights expressly provided for in this Article.

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Article 5 - Transfer

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5.1 Personal and non-transferable

Options are personal and may not be transferred, pledged, or otherwise encumbered without the prior written consent of the Issuer. Any transfer, pledge, or other disposition in violation of this restriction shall be void and entitle the Issuer to cancel the affected Options.

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5.2 Transfer upon death

In the event of the Option Holder’s death, any vested Options at that time shall transfer to the Option Holder’s heirs or legal successors, provided they notify the Issuer in writing within six (6) months after the date of death of their intention to exercise the Options. Unvested Options lapse automatically. The heirs succeed only to the rights of the Option Holder with respect to already vested Options and remain bound by these Terms. The Issuer may require a certificate of inheritance or equivalent evidence before recognising any transfer or exercise.

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5.3 No transfer upon bankruptcy or guardianship

If the Option Holder is declared bankrupt, applies for suspension of payments, is placed under guardianship, or otherwise loses control or disposal over their assets, all Options shall immediately lapse and no transfer or exercise shall be permitted.

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5.4 Pledge and other dispositions

Options and Underlying Rights may not be pledged, assigned, or encumbered as security for obligations of the Option Holder or third parties. Any attempt to do so shall be void and may result in cancellation in accordance with the Article Cancellation.

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Article 6 - Special Events

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6.1 Change of control, merger, or reorganisation

If control of the Issuer changes in whole or in part, or if the Issuer merges, demerges, is sold, publicly lists its shares, or is otherwise reorganised or transferred, the Issuer may determine that:

1. all or part of the held Options vest and become exercisable immediately;
2. the Options are converted into economically equivalent rights in the acquiring or continuing entity, with corresponding adjustments to the Exercise Price and the number of Options;
3. Option Holders are given a reasonable opportunity to exercise their Options before completion of the transaction.

If replacement or conversion is not legally or practically feasible, the Issuer may cancel the Options against fair consideration. The Option Holder hereby consents in advance to such decision and to the settlement of their Options in accordance with this Article.

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6.2 Drag-along: cooperation on sale or exit

If shareholders or depository receipt holders sell their interests to a third party, the Option Holder shall cooperate with that sale on the same terms to the extent their Options have been converted into Underlying Rights.

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6.3 No tag-along

The Option Holder has no independent right to participate in any sale or transfer of shares or depository receipts. The Option Holder may participate only to the extent their Options have already been exercised into Underlying Rights, and only in accordance with the drag-along terms on a sale or exit. The Issuer is not obliged to enable the Option Holder to participate independently in any sale or transfer.

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6.4 Adjustment upon capital changes

If the Issuer’s authorised or issued capital or share structure changes, for example through a share conversion, issue or cancellation of Underlying Rights or the shares to which they relate, the Issuer may reasonably adjust the Exercise Price and/or the number of Options so as to preserve the economic value of the Options.

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6.5 Liquidation or dissolution

Upon liquidation or dissolution of the Issuer, all unvested Options lapse. The Issuer shall offer Option Holders a reasonable opportunity to exercise vested Options prior to the dissolution date, unless this would contravene applicable law or the interests of creditors. Unexercised Options lapse automatically as of the Issuer’s dissolution date.

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6.6 Fair treatment

The Issuer shall ensure that Option Holders are not unfairly disadvantaged compared to shareholders or depository receipt holders when applying this Article. The Issuer seeks to place Option Holders in an economically comparable position in reorganisations, sales, or other special events, taking into account the nature and purpose of the rights obtained by the Option Holder under these Terms.

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6.7 Issuer information and notice

The Issuer shall inform Option Holders in a timely manner and in writing, stating the nature of the event, the expected date, and the consequences for their Options. Such notice shall also include relevant instructions for any exercise, conversion, or settlement of Options.

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Article 7 - Miscellaneous Provisions

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7.1 Entire agreement

These Terms, together with the documents under which the instrument has been granted or issued, constitute the entire agreement between the Parties with respect to its subject matter. All prior statements or arrangements on the same subject are superseded to the extent they conflict with these Terms.

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7.2 Amendments

Amendments or additions to these Terms are valid only if agreed in writing by all Parties involved. A deviation in an individual case does not constitute a general amendment.

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7.3 No waiver

Failure to exercise, or delay in exercising, any right under these Terms shall not constitute a waiver of that right. A waiver of any right or obligation is valid only if made in writing.

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7.4 Successors and binding effect

These Terms bind and benefit the Parties and their legal successors, whether general or specific. Each Party shall ensure that its successors comply with these Terms.

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7.5 Third-party clause and performance by third parties

The Parties may engage third parties to perform administrative, informational, or payment-related tasks. This Article also serves for the benefit of such third parties within the meaning of Article 6:253 of the Dutch Civil Code (Burgerlijk Wetboek), who may rely on it directly.

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7.6 Disclosure to competent authorities

Where legally required, the Parties may share information and personal data with competent authorities, including regulators and tax authorities, without prior consent from other Parties involved.

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7.7 Notices and communication

All notices shall be made in writing, including by email, to the most recently provided (email) addresses of the Parties. Electronic communication and signatures shall be deemed equivalent to written form.

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7.8 Severability

If any provision of these Terms is void, voidable, or otherwise invalid, the remaining provisions shall remain in full force and effect. In such case, the Parties shall agree on a new provision that most closely reflects the original intent.

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7.9 Headings, plurals, and gender references

Headings, titles, notes, and numbering are for convenience only and have no independent meaning. Singular includes plural and vice versa; masculine, feminine, and neutral forms include one another unless the context clearly indicates otherwise.

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7.10 Language and translations

These Terms are drawn up in Dutch. Translations are for convenience only; in case of divergence of interpretation, the Dutch text shall prevail.

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7.11 Governing law and jurisdiction

These Terms and any legal relationships arising from or relating to them shall be governed exclusively by Dutch law. Disputes arising out of or in connection with these Terms shall be submitted exclusively to the competent court in Amsterdam, the Netherlands, unless mandatory law provides otherwise.

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