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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 Grant 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 Grant 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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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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Exercise period

Options may be exercised within ten (10) 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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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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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.

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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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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, the exercise is fully completed and the corresponding Options lapse.

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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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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. To the extent the Issuer is legally required to withhold, it shall apply the required withholdings to the proceeds or delivery, and the moment of taxation shall follow the applicable statutory regime, including any deferral until the Underlying Rights become tradable.
Last modified on June 23, 2026