EX-10.4 3 ibrx-2026331x10xqexhibit104.htm EX-10.4

EXHIBIT 10.4

IMMUNITYBIO, INC.

2025 EQUITY INCENTIVE PLAN

1.Purposes of the Plan; Award Types.

(a)Purposes of the Plan. The purposes of this Plan are to attract and retain personnel for

positions with the Company Group, to provide additional incentive to Employees, Directors, and Consultants

(collectively, “Service Providers”), and to promote the success of the Company’s business.

(b)Award Types. The Plan permits the grant of Incentive Stock Options to any ISO

Employee and the grant of Non-statutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted

Stock Units, and Performance Awards to any Service Provider.

2.Definitions. The following definitions are used in this Plan:

(a)“Administrator” means the Board or any Committee that, from time to time, administers

the Plan in whole or in part in accordance with Section 4 of the Plan.

(b)“Applicable Laws” means the legal and regulatory requirements relating to the

administration of equity-based awards and the related issuance of Shares, including requirements under:

(i)U.S. federal and state corporate laws,

(ii)U.S. federal and state securities laws,

(iii)U.S. federal and state tax laws, including the Code,

(iv)any stock exchange or quotation system on which the Common Stock is listed or

quoted, and

(v)only to the extent applicable with respect to an Award or Awards, the tax,

securities, exchange control, and other laws of any jurisdictions other than the United States where such Award or

Awards are, or will be, granted under the Plan.

Reference to a section of an Applicable Law or regulation related to that section includes that section or regulation,

any valid regulation or formal regulatory guidance of general or direct applicability promulgated under that section,

and any comparable provision of any future legislation, regulation, or formal regulatory guidance of general or

direct applicability amending, supplementing or superseding that section or regulation.

(c)“Award” means a grant under the Plan of Options, Stock Appreciation Rights, Restricted

Stock, Restricted Stock Units, or Performance Awards.

(d)“Award Agreement” means the written or electronic agreement setting forth the terms

applicable to an Award granted under the Plan. The Award Agreement is subject to the terms of the Plan.

(e)“Board” means the Board of Directors of the Company.

(f)“Change in Control” means the occurrence of any of the following events:

(i)A change in the ownership of the Company which occurs on the date that any

one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the

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Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of

the stock of the Company; provided, that for this subsection, the acquisition of additional stock by any one Person,

who prior to such acquisition is considered to own more than 50% of the total voting power of the stock of the

Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately

before such change in ownership continue to retain immediately after the change in ownership, in substantially the

same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in

ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the

Company or of the ultimate parent entity of the Company, such event shall not be considered a Change in Control

under this Section 2(f)(i). For this purpose, indirect beneficial ownership shall include, without limitation, an

interest resulting from ownership of the voting securities of one or more corporations or other business entities

which own the Company, as the case may be, either directly or through one or more subsidiary corporations or

other business entities; or

(ii)A change in the effective control of the Company which occurs on the date a

majority of members of the Board is replaced during any 12-month period by Directors whose appointment or

election is not endorsed by a majority of the members of the Board prior to the appointment or election. For

purposes of this Section 2(f)(ii), if any Person is considered already to be in effective control of the Company, the

acquisition of additional control of the Company by the same Person during the 12-month period will not be

considered a Change in Control; or

(iii)A change in the ownership of a substantial portion of the Company’s assets

which occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date

of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair

market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company

immediately prior to such acquisition or acquisitions; provided, that for this Section 2(f)(iii), the following will not

constitute a change in the ownership of a substantial portion of the Company’s assets:

(1)a transfer to an entity that is controlled by the Company’s stockholders

immediately after the transfer, or

(2)a transfer of assets by the Company to:

(A)a stockholder of the Company (immediately before the asset

transfer) in exchange for or with respect to the Company’s stock,

(B)an entity, 50% or more of the total value or voting power of

which is owned, directly or indirectly, by the Company,

(C)a Person, that owns, directly or indirectly, 50% or more of the

total value or voting power of all the outstanding stock of the Company, or

(D)an entity, at least 50% of the total value or voting power of

which is owned, directly or indirectly, by a Person described in Section 2(f)(iii)(2)(A) to Section 2(f)(iii)(2)(C).

For this definition, gross fair market value means the value of the assets of the Company,

or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For this definition, persons will be acting as a group if they are owners of a corporation that enters into a merger,

consolidation, purchase or acquisition of stock, or similar business transaction with the Company. For the

avoidance of doubt, wholly-owned subsidiaries of the Company shall not be considered “Persons” for purposes of

this Section 2(f).

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(iv)A transaction will not be a Change in Control:

(1)unless the transaction qualifies as a change in control event within the

meaning of Code Section 409A; or

(2)if a primary purpose is to (x) change the jurisdiction of the Company’s

incorporation, or (y) create a holding company that will be owned in substantially the same proportions by the

persons who held the Company’s securities immediately before such transaction.

(g)“Code” means the U.S. Internal Revenue Code of 1986, as amended.

(h)“Committee” means a committee of one or more Directors and/or other individuals

satisfying Applicable Laws appointed by the Board or a duly authorized committee of the Board in accordance

with Section 4 of the Plan.

(i)“Common Stock” means the common stock of the Company.

(j)“Company” means ImmunityBio, Inc., a Delaware corporation, or any of its successors.

(k)“Company Group” means the Company, any Parent or Subsidiary of the Company, and

any entity that, from time to time and at the time of any determination, directly or indirectly, is in control of, is

controlled by or is under common control with the Company.

(l)“Consultant” means any natural person engaged by a member of the Company Group to

render bona fide services to such entity, provided the services (i) are not in connection with the offer or sale of

securities in a capital raising transaction, and (ii) do not directly promote or maintain a market for the Company’s

securities. A Consultant must be a person to whom the issuance of Shares registered on Form S-8 under the

Securities Act is permitted. For purposes of clarity, engagement through a third party to render bona fide services

to a member of the Company Group is considered engagement by such member of the Company Group for

purposes of this definition.

(m)“Director” means a member of the Board.

(n)“Disability” means total and permanent disability as defined in Section 22(e)(3) of the

Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion

may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory

standards adopted by the Administrator from time to time.

(o)“Dividend Equivalent” means a credit, payable in cash or Shares, made at the discretion

of the Administrator or as otherwise provided by the Plan, to the account of a Participant in an amount equal to the

dividends or other distributions paid or provided on one Share for each Share represented by an Award of

Restricted Stock Units or Performance Award held by such Participant. Dividend Equivalents may be subject to the

same vesting restrictions as the related Shares subject to an Award, at the discretion of the Administrator.

(p)“Employee” means any person, including Officers and Directors, treated by any member

of the Company Group as an employee. However, with respect to Incentive Stock Options, an Employee must be

employed by the Company or any Parent or Subsidiary of the Company (such an Employee, an “ISO Employee”).

Neither service as a Director nor payment of a director’s fee by the Company will be sufficient on its own to

constitute “employment” by the Company.

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(q)“Exchange Act” means the U.S. Securities Exchange Act of 1934.

(r)“Exchange Program” means a program under which (i) outstanding Awards may be

surrendered or cancelled in exchange for awards of the same type (which may have higher or lower Exercise Prices

and/or different terms), awards of a different type, and/or cash, (ii) Participants would have the opportunity to

transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator,

and/or (iii) the Exercise Price of an outstanding Award is increased or reduced. The Administrator will determine

the terms and conditions of any Exchange Program in its sole discretion.

(s)“Exercise Price” means the price payable per Share to exercise an Award.

(t)“Expiration Date” means the last possible day on which an Option or Stock Appreciation

Right may be exercised. Any exercise must be completed before midnight U.S. Pacific Time between the

Expiration Date and the following date.

(u)“Fair Market Value” means, as of any date, the value of a Share, determined as follows:

(i)If the Common Stock is listed on any established stock exchange or a national

market system, including without limitation the New York Stock Exchange, the Nasdaq Global Select Market, the

Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, the Fair Market Value will be

the closing sales price for a Share (or the closing bid, if no sales were reported) as quoted on such exchange or

system on the day of determination, as reported in The Wall Street Journal or such other source as the

Administrator deems reliable;

(ii)If the Common Stock is regularly quoted by a recognized securities dealer but

selling prices are not reported, its Fair Market Value is the mean between the high bid and low asked prices for the

Common Stock on the day of determination (or, if no bids and asks were reported on that date on the last Trading

Day such bids and asks were reported), as reported in The Wall Street Journal or such other source as the

Administrator deems reliable; or

(iii)If there is no established market for the Common Stock, the Fair Market Value

will be determined in good faith by the Administrator.

Notwithstanding the foregoing, if the determination date for the Fair Market Value occurs on a weekend,

holiday or other day other than a Trading Day, the Fair Market Value will be the price as determined under

subsections (u)(i) or (u)(ii) above on the immediately preceding Trading Day, unless otherwise determined by the

Administrator. In addition, for purposes of determining the fair market value of a Share for any reason other than

the determination of the Exercise Price of Options or Stock Appreciation Rights, fair market value will be

determined by the Administrator in a manner compliant with Applicable Laws and applied consistently for such

purpose. Note that the determination of fair market value for purposes of Tax Withholding Obligations may be

made in the Administrator’s sole discretion subject to Applicable Laws and is not required to be consistent with the

determination of fair market value for other purposes.

(v)“Fiscal Year” means a fiscal year of the Company.

(w)“Grant Date” means the date an Award is granted pursuant to the Plan as described in

Section 4(c).

(x)“Incentive Stock Option” means an Option that is intended to qualify and by its terms

does qualify as an incentive stock option within the meaning of Code Section 422.

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(y)“Legal Beneficiary” means (i) if permitted by the Administrator, the person designated by

the Participant as the Participant’s beneficiary prior to the Participant’s death, pursuant to a form acceptable to the

Administrator, in its sole discretion, or (ii) if no such beneficiary has been designated by the Participant prior to the

Participant’s death, the personal representative of the Participant’s estate or the person(s) to whom the Participant’s

Award is transferred in accordance with the laws of descent and distribution.

(z)“Non-statutory Stock Option” means an Option that by its terms either does not qualify or

is not designated as an Incentive Stock Option.

(aa)“Officer” means a person who is an officer of the Company within the meaning of

Section 16 of the Exchange Act.

(bb)“Option” means a right to acquire Shares granted under Section 6.

(cc)“Outside Director” means a Director who is not an Employee.

(dd)“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in

Code Section 424(e). Unless the context reasonably requires otherwise, references in the Plan or an Award

Agreement to “Parent” will refer to a Parent of the Company.

(ee)“Participant” means the holder of an Award.

(ff)“Performance Awards” means an Award which may be earned in whole or in part upon

attainment of performance goals or other vesting criteria as the Administrator may determine and which may be

cash- or stock-denominated and may be settled for cash, Shares or other securities or a combination of the

foregoing under Section 10.

(gg)“Performance Period” means Performance Period as defined in Section 10(a)

(hh)“Period of Restriction” means a period during which the transfer of Shares of Restricted

Stock is subject to restrictions and therefore that those Shares are subject to a substantial risk of forfeiture. Such

restrictions may be based on the passage of time, the achievement of target levels of performance, or the

occurrence of other events as determined by the Administrator.

(ii)“Plan” means this 2025 Equity Incentive Plan.

(jj)“Prior Plan” means the Company’s 2015 Equity Incentive Plan, as amended from time to

time.

(kk)“Restricted Stock” means Shares issued pursuant to an Award under Section 8 or issued

pursuant to the early exercise of an Option or Stock Appreciation Right.

(ll)“Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the

Fair Market Value, granted under Section 9. Each Restricted Stock Unit represents an unfunded and unsecured

obligation of the Company.

(mm)“Section 409A” means Code Section 409A.

(nn)“Securities Act” means the U.S. Securities Act of 1933.

(oo)“Service Provider” means an Employee, Director or Consultant.

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(pp)“Share” means a share of Common Stock as adjusted in accordance with Section 13 of

the Plan.

(qq)“Stock Appreciation Right” means an Award granted under Section 7.

(rr)“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as

defined in Code Section 424(f). Unless the context reasonably requires otherwise, references in the Plan or an

Award Agreement to “Subsidiary” will refer to a Subsidiary of the Company.

(ss)“Tax Withholding Obligations” means tax, social insurance and social security liability or

premium obligations in connection with the Awards, including, without limitation, (i) all federal, state, and local

income, employment, fringe benefit and any other taxes (including the Participant’s U.S. Federal Insurance

Contributions Act (FICA) obligation) that the Company or any Parent or Subsidiary of the Company has either

agreed to withhold or has an obligation to withhold, and (ii) any other taxes or social insurance or social security

liabilities or premium the responsibility for which the Participant has, or has agreed to bear, with respect to such

Award, the Shares subject to, or other amounts or property payable under, an Award, or otherwise associated with

or related to participation in the Plan and with respect to which the Company or any Parent or Subsidiary of the

Company has either agreed to withhold or has an obligation to withhold.

(tt)“Ten Percent Owner” means an Employee who, at the time an Incentive Stock Option is

granted to such Employee, owns stock representing more than 10% of the voting power of all classes of stock of

the Company or any Parent or Subsidiary of the Company, as determined in accordance with Code Section 422.

(uu)“Trading Day” means a day that the primary stock exchange, national market system or

other trading platform, as applicable, upon which the Common Stock is listed (or otherwise trades regularly, as

determined by the Administrator in its sole discretion) is open for trading.

(vv)“Transaction” means a Change in Control or merger of the Company with or into another

entity.

(3)Stock Subject to the Plan.

(a)Allocation of Shares to Plan. The maximum aggregate number of Shares that may be

subject to Awards and issued or sold under the Plan is:

(i)45,090,732 Shares, plus

(ii)any Shares subject to awards granted under the Prior Plan that, on or after the

date of stockholder approval of this Plan, expire or otherwise terminate without having been exercised in full, are

tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are

forfeited to or repurchased by the Company due to failure to vest, with the maximum number of Shares to be added

to this Plan under this clause (ii) equal to 32,359,674 Shares, plus

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(iii)any additional Shares that become available for issuance under the Plan under

Section 3(b).

The Shares may be authorized but unissued Common Stock or Common Stock issued and then reacquired

by the Company.

(b)Share Reserve Return.

(i)Options and Stock Appreciation Rights. If an Option or Stock Appreciation

Right expires or becomes unexercisable without having been exercised in full or is surrendered under an Exchange

Program, the unissued Shares subject to the Option or Stock Appreciation Right will become available for future

issuance under the Plan.

(ii)Stock Appreciation Rights. Shares issued upon the exercise of a Stock

Appreciation Right (i.e., the net Shares issued) will not become available for future issuance under the Plan; all

remaining Shares originally subject to the Stock Appreciation Right will become available for future issuance

under the Plan.

(iii)Full-Value Awards. Shares issued pursuant to Awards of Restricted Stock,

Restricted Stock Units, or stock-settled Performance Awards that are reacquired by, or forfeited to, the Company

due to failure to vest will become available for future issuance under the Plan.

(iv)Withheld Shares. Shares used to pay the exercise price of an Award or to satisfy

Tax Withholding Obligations related to an Award will become available for future issuance under the Plan.

(v)Cash-Settled Awards. If any portion of an Award under the Plan is paid to a

Participant in cash rather than Shares, that cash payment will not reduce the number of Shares available for

issuance under the Plan and if such Award was denominated in Shares, the underlying Shares will become

available for future issuance under the Plan.

(c)Incentive Stock Options. The maximum number of Shares that may be issued upon the

exercise of Incentive Stock Options will equal 300% of the aggregate Share number stated in Section 3(a) plus, to

the extent allowable under Code Section 422, any Shares that become available for issuance under the Plan under

Section 3(b).

(d)Adjustment. The numbers provided in Sections 3(a) and 3(c) will be adjusted as a result

of changes in capitalization and any other adjustments under Section 13.

(e)Substitute Awards. If the Administrator grants Awards in substitution for equity

compensation awards outstanding under a plan maintained by an entity acquired by or that becomes a part of any

member of the Company Group, the grant of those substitute Awards will not decrease the number of Shares

available for issuance under the Plan.

(f)Share Reserve. The Company, during the term of this Plan, will at all times reserve and

keep available such number of Shares as is sufficient to satisfy the requirements of the Plan.

(4)Administration of the Plan.

(a)Procedure.

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(i)Different Committees may administer the Plan with respect to different groups of

Service Providers.

(ii)To the extent permitted by Applicable Laws, the Board or a Committee of the

Board may delegate to one or more individuals the authority to exercise some or all powers of the Administrator.

(b)Powers of the Administrator. Subject to the provisions of the Plan, and, in the case of a

Committee or delegated individuals under Section 4(a)(ii) of the Plan, subject to the specific duties delegated or

limitations specified, the Administrator will have the authority, in its sole discretion, to:

(i)determine Fair Market Value;

(ii)approve forms of Award Agreements for use under the Plan;

(iii)determine the Awards to be granted hereunder from time to time and select the

Service Providers to whom such Awards are granted;

(iv)determine the number of Shares to be covered by each Award granted hereunder;

(v)determine the terms and conditions, not inconsistent with the terms of the Plan,

of each Award granted hereunder, including but not limited to the exercise price, the time or times when the Award

may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture

restrictions, and any restriction or limitation regarding the Award or the Shares relating thereto, based in each case

on such factors as the Administrator may determine;

(vi)temporarily suspend the exercisability of any Award if the Administrator deems

such suspension to be necessary or appropriate for administrative purposes (including, if applicable, a

determination of whether a termination of a Participant’s status as a Service Provider is for “cause” (as defined in

the applicable Award Agreement) that results in the forfeiture of the vested portion of an Award held by such

Participant, to the extent provided in the applicable Award Agreement) or to comply with Applicable Laws,

provided that, to the extent permitted by Applicable Laws, such suspension must be lifted prior to the expiration of

the maximum term and post-termination exercisability period of an Award;

(vii)institute and determine the terms and conditions of an Exchange Program,

including, subject to Section 19(c), implementing an Exchange Program unilaterally without the consent of the

applicable Award holder(s) or the stockholders of the Company;

(viii)construe and interpret the terms of the Plan and all Awards granted pursuant to

the Plan;

(ix)establish, amend and rescind rules and regulations and adopt sub-plans relating

to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable

non-U.S. laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to

Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable;

(x)modify or amend each Award (subject to Section 19), including the authority to

extend the post-termination exercisability period of any Awards and to extend the maximum term of an Option

(subject to Section 6(d);

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(xi)allow Participants to satisfy Tax Withholding Obligations in any manner

permitted by Section 16;

(xii)determine whether Awards will be settled in Shares, cash or in any combination

thereof;

(xiii)make all other determinations deemed necessary or advisable for administering

the Plan, including authorizing any person to take any steps and execute, on behalf of the Company, any documents

required for an Award previously granted by the Administrator to be effective; and

(xiv)allow Participants to defer the receipt of the payment of cash or the delivery of

Shares otherwise due to any such Participants under an Award.

(c)Grant Date. The Grant Date of an Award will be the date that the Administrator makes

the determination granting such Award or may be a later date if such later date is designated by the Administrator

on the date of the determination or under an automatic grant policy. Notice of the determination will be provided to

each Participant within a reasonable time after the Grant Date.

(d)Waiver. The Administrator may waive any terms, conditions or restrictions.

(e)Fractional Shares. Except as otherwise provided by the Administrator, any fractional

Shares that result from the adjustment of Awards will be canceled. Any fractional Shares that result from vesting

percentages will be accumulated and vested on the date that an accumulated full Share is vested.

(f)Electronic Delivery. The Company may deliver by e-mail or other electronic means

(including posting on a website maintained by the Company or by a third party under contract with the Company or

another member of the Company Group) all documents relating to the Plan or any Award and all other documents

that the Company is required to deliver to its security holders (including prospectuses, annual reports and proxy

statements).

(g)Choice of Law; Choice of Forum. The Plan, all Awards and all determinations made and

actions taken under the Plan, to the extent not otherwise governed by the laws of the United States, will be

governed by the laws of the State of Delaware without giving effect to principles of conflicts of law. For purposes

of litigating any dispute that arises under this Plan, a Participant’s acceptance of an Award is his or her consent to

the jurisdiction of the State of Delaware, and agreement that any such litigation will be conducted in Delaware

Court of Chancery, or the federal courts for the United States for the District of Delaware, and no other courts,

regardless of where a Participant’s services are performed.

(h)Effect of Administrator’s Decision. The Administrator’s decisions, determinations and

interpretations will be final and binding on all Participants and other persons and will be given the maximum

deference permitted by Applicable Laws. A prior decision, determination or interpretation with respect to the Plan

or an Award made by a person who had not been delegated proper authority to make such decision, determination

or interpretation will have effect as of the time it was originally made if and to the extent that the Board or a

Committee of the Board formally adopts such prior decision, determination or interpretation.

(5)Eligibility. Non-statutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted

Stock Units and Performance Awards may be granted to all types of Service Providers. Incentive Stock Options

may be granted only to ISO Employees.

(6)Stock Options.

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(a)Stock Option Award Agreement. Each Option will be evidenced by an Award Agreement

that specifies the number of Shares subject to the Option, its Exercise Price, its Expiration Date, and such other

terms and conditions as the Administrator determines. Each Option will be designated as either an Incentive Stock

Option or a Non-statutory Stock Option. An Option not designated as an Incentive Stock Option is a Non-statutory

Stock Option.

(b)Exercise Price. The Exercise Price for the Shares to be issued upon exercise of an Option

will be determined by the Administrator and stated in the Award Agreement, subject to the following:

(i)In the case of an Incentive Stock Option:

(1)granted to a Ten Percent Owner, the Exercise Price for the Shares to be

issued will be no less than 110% of the Fair Market Value on the date of grant; and

(2)granted to any ISO Employee other than a Ten Percent Owner, the

Exercise Price for the Shares to be issued will be no less than 100% of the Fair Market Value on the date of grant.

(ii)In the case of a Non-statutory Stock Option, the Exercise Price for the Shares to

be issued will be no less than 100% of the Fair Market Value on the date of grant.

(iii)Notwithstanding the foregoing, Options may be granted with an Exercise Price

of less than 100% of the Fair Market Value on the date of grant (i) pursuant to a transaction described in, and in a

manner consistent with, Code Section 424(a) or (ii) if the applicable Service Provider receiving the Option is

located in a non-U.S. country or jurisdiction and, to the knowledge of the Company, is not subject to the income

tax laws of the United States.

(c)Form of Consideration. The Administrator will determine the acceptable form(s) of

consideration for exercising an Option. Unless the Administrator determines otherwise, the consideration may

consist of any one or more or combination of the following, to the extent permitted by Applicable Laws:

(i)Cash (including a wire transfer or other cash equivalents);

(ii)check (or its equivalent);

(iii)promissory note, if and to the extent approved by the Administrator;

(iv)other Shares that have a fair market value on the date of surrender equal to the

aggregate Exercise Price of the Shares as to which such Option will be exercised. To the extent not prohibited by

the Administrator, this will include the ability to tender Shares to exercise the Option and then use the Shares

received on exercise to exercise the Option with respect to additional Shares;

(v)consideration received by the Company under a cashless exercise arrangement

(whether through a broker or otherwise) implemented by the Company for the exercise of Options that has been

approved by the Administrator, if and to the extent permitted by the Company with respect to a particular Award;

(vi)consideration received by the Company under a net exercise arrangement under

which Shares are withheld from otherwise deliverable Shares that has been approved by the Administrator, if and

to the extent permitted by the Company with respect to a particular Award; and

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(vii)any other consideration or method of payment to issue Shares (provided that

other forms of considerations may only be approved by the Administrator).

The Administrator has the power to remove or limit any of the above forms of consideration for exercising an

Option, except for the payment of cash, at any time, including after the grant of an Option, in its sole discretion.

(d)Term of Option. The term of each Option will be determined by the Administrator and

stated in the Award Agreement, provided that, in the case of an Incentive Stock Option: (a) granted to a

Ten Percent Owner, the Option may not be exercisable after the expiration of five years from the date such Option

is granted, or such shorter term as may be provided in the Award Agreement; and (b) granted to an ISO Employee

other than a Ten Percent Owner, the Option may not be exercisable after the expiration of ten years from the date

such Option is granted term, or such shorter term as may be provided in the Award Agreement.

(e)Incentive Stock Option Limitations.

(i)To the extent that the aggregate fair market value of the shares with respect to

which incentive stock options under Code Section 422(b) are exercisable for the first time by a Participant during

any calendar year (under all plans and agreements of the Company Group) exceeds $100,000, the incentive stock

options whose value exceeds $100,000 will be treated as non-statutory stock options. Incentive stock options will

be considered in the order in which they were granted. For this purpose, the fair market value of the shares subject

to an option will be determined as of the grant date of each option.

(ii)If an Option is designated in the Administrator action that granted it as an

Incentive Stock Option but the terms of the Option do not comply with Sections 6(b) and 6(d), then the Option will

not qualify as an Incentive Stock Option.

(f)Exercise of Option. An Option is exercised when the Company receives: (x) a notice of

exercise (in such form and in accordance with the procedures as the Administrator may specify from time to time)

from the person entitled to exercise the Option and (y) full payment for the Shares with respect to which the Option

is exercised (together with applicable Tax Withholding Obligations). Shares issued upon exercise of an Option will

be issued in the name of the Participant. Until the Shares are issued (as evidenced by the entry on the books of the

Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other

rights as a stockholder will exist with respect to the Shares subject to an Option, despite the exercise of the Option.

The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. Unless

otherwise provided by the Administrator, an Option may not be exercised for a fraction of a Share. Exercising an

Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan (except

as provided in Section 3(b)) and for purchase under the Option, by the number of Shares as to which the Option is

exercised.

(i)Termination of Relationship as a Service Provider. If a Participant ceases to be a

Service Provider, other than upon such cessation as the result of the Participant’s death or Disability, the

Participant may exercise his or her Option within 30 days of such cessation, or such longer period of time as is

specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth

in the Award Agreement or Section 6(d), as applicable) to the extent that the Option is vested on the date of

cessation; provided that, if so determined by the Administrator and specified in the applicable Award Agreement, if

a Participant ceases to be a Service Provider as a result of the termination of the Participant’s status as a Service

Provider for “cause” (as defined in the applicable Award Agreement), the period of time in which the Participant

may exercise the Participant’s Option may be less than 30 days following such cessation or the Option (including

any portion of the Option that has vested) may immediately terminate upon such cessation. Unless otherwise

provided by the Administrator, if on the date of cessation the Participant is not vested as to his or her entire Option,

the Shares covered by the unvested portion of the Option will revert to the

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Plan on the date of cessation. If after cessation the Participant does not exercise his or her Option within the time

specified herein, the Option will terminate, and the Shares covered by that Option will revert to the Plan.

(ii)Disability of Participant. If a Participant ceases to be a Service Provider as a

result of the Participant’s Disability, the Participant may exercise his or her Option within 6 months of cessation, or

such longer period of time as is specified in the Award Agreement (but in no event later than the expiration of the

term of such Option as set forth in the Award Agreement or Section 6(d), as applicable) to the extent the Option is

vested on the date of cessation. Unless otherwise provided by the Administrator, if on the date of cessation due to

Disability the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of

the Option will revert to the Plan on the date of cessation. If after cessation the Participant does not exercise his or

her Option within the time specified herein, the Option will terminate, and the Shares covered by that Option will

revert to the Plan.

(iii)Death of Participant. If a Participant dies while a Service Provider, the Option

may be exercised within 6 months following the Participant’s death, or within such longer period of time as is

specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth

in the Award Agreement or Section 6(d), as applicable) to the extent that the Option is vested on the date of death,

by the deceased Participant’s Legal Beneficiary. Unless otherwise provided by the Administrator or set forth in the

Award Agreement or other written agreement authorized by the Administrator between the Participant and the

Company or any of its Subsidiaries or Parents, as applicable, if on the date of cessation due to death the Participant

is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to

the Plan on the date of cessation. If after cessation the Participant’s Legal Beneficiary does not exercise the Option

within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the

Plan. If the Option is exercised pursuant to this Section 6(f)(iii), the deceased Participant’s Legal Beneficiary will

be subject to the terms of this Plan and the Award Agreement, including but not limited to the restrictions on

transferability and forfeitability applicable to the deceased Participant.

(g)Expiration of Options. Subject to Section 6(d), an Option’s Expiration Date will be set

forth in the Award Agreement. An Option may expire before its expiration date under the Plan (including pursuant

to Sections 6(f), 13, 14, or 17(d)) or under the Award Agreement.

(h)Tolling of Expiration. If exercising an Option prior to its expiration is not permitted

because of Applicable Laws, other than the rules of any stock exchange or quotation system on which the Common

Stock is listed or quoted, the Option will remain exercisable until 30 days after the first date on which exercise no

longer would be prevented by such provisions; provided that this tolling of expiration shall not apply if and to the

extent the holder of such Option is a United States taxpayer and the tolling would result in a violation of

Section 409A such that the Option would be subject to additional taxation under Section 409A. If this would result

in the Option remaining exercisable past its Expiration Date, then unless earlier terminated pursuant to Section 14,

the Option will remain exercisable only until the end of the later of (i) the first day on which its exercise would not

be prevented by Section 20(a) and (ii) its Expiration Date.

7.Stock Appreciation Rights.

(a)Stock Appreciation Right Award Agreement. Each Stock Appreciation Right grant will

be evidenced by an Award Agreement that will specify the number of Shares subject to the Stock Appreciation

Right, its per share Exercise Price, its Expiration Date, and such other terms and conditions as the Administrator

determines.

(b)Exercise Price. The Exercise Price of a Stock Appreciation Right will be determined by

the Administrator, subject to the following:

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(i)The Exercise Price will be no less than 100% of the Fair Market Value on the

date of grant.

(ii)Notwithstanding the foregoing, Stock Appreciation Rights may be granted with

an Exercise Price of less than 100% of the Fair Market Value on the date of grant (1) pursuant to a transaction

described in, and in a manner consistent with, Code Section 424(a) or (2) if the applicable Service Provider

receiving the Stock Appreciation Right is located in a non-U.S. country or jurisdiction and, to the knowledge of the

Company, is not subject to the income tax laws of the United States.

(c)Payment of Stock Appreciation Right Amount. Payment upon Stock Appreciation Right

exercise may be made in cash, in Shares (which, on the date of exercise, have an aggregate fair market value equal

to the amount of payment to be made under the Award), or any combination of cash and Shares, with the

determination of form of payment made by the Administrator. When a Participant exercises a Stock Appreciation

Right, he or she will be entitled to receive a payment from the Company equal to:

(i)the excess, if any, of the fair market value per Share on the date of exercise over

the Exercise Price multiplied by

(ii)the number of Shares with respect to which the Stock Appreciation Right is

exercised.

(d)Term of Stock Appreciation Right. The term of each Stock Appreciation Right will be

determined by the Administrator and stated in the Award Agreement.

(e)Exercise of Stock Appreciation Right. A Stock Appreciation Right is exercised when the

Company receives a notice of exercise (in such form as the Administrator may specify from time to time) from a

person entitled to exercise the Stock Appreciation Right. Shares issued upon exercise of a Stock Appreciation

Right will be issued in the name of the Participant. Until the Shares are issued (as evidenced by the entry on the

books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends

or any other rights as a stockholder will exist with respect to the Shares subject to a Stock Appreciation Right,

despite the exercise of the Stock Appreciation Right. The Company will issue (or cause to be issued) such Shares

promptly after the Stock Appreciation Right is exercised. Unless provided otherwise by the Administrator, a Stock

Appreciation Right may not be exercised for a fraction of a Share. Exercising a Stock Appreciation Right in any

manner will decrease the number of Shares thereafter available under the Stock Appreciation Right by the number

of Shares as to which the Stock Appreciation Right is exercised.

(f)Expiration of Stock Appreciation Rights. A Stock Appreciation Right’s Expiration Date

will be set forth in the Award Agreement. A Stock Appreciation Right may expire before its expiration date under

the Plan (including pursuant to Sections 13, 14, or 17(c)) or under the Award Agreement. Notwithstanding the

foregoing, the rules of Section 6(f) relating to exercise also will apply to Stock Appreciation Rights.

(g)Tolling of Expiration. If exercising a Stock Appreciation Right prior to its expiration is

not permitted because of Applicable Laws, other than the rules of any stock exchange or quotation system on

which the Common Stock is listed or quoted, the Stock Appreciation Right will remain exercisable until 30 days

after the first date on which exercise no longer would be prevented by such provisions; provided that this tolling of

expiration shall not apply if and to the extent the holder of such Stock Appreciation Right is a United States

taxpayer and the tolling would result in a violation of Section 409A such that the Stock Appreciation Right would

be subject to additional taxation under Section 409A. If this would result in the Stock Appreciation Right

remaining exercisable past its Expiration Date, then unless earlier terminated pursuant to Section 14, the

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Stock Appreciation Right will remain exercisable only until the end of the later of (i) the first day on which its

exercise would not be prevented by Section 20(a) and (ii) its Expiration Date.

8.Restricted Stock.

(a)Restricted Stock Award Agreement. Each Award of Restricted Stock will be evidenced

by an Award Agreement that will specify the number of Shares subject to the Award of Restricted Stock and such

other terms and conditions as the Administrator determines. For the avoidance of doubt, Restricted Stock may be

granted without any Period of Restriction (e.g., fully vested stock bonuses). Unless the Administrator determines

otherwise, Shares of Restricted Stock will be held in escrow while subject to any Period of Restriction.

(b)Restrictions.

(i)Except as provided in this Section 8(b) or the Award Agreement, while unvested,

Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated.

(ii)While unvested, Service Providers holding Shares of Restricted Stock may

exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

(iii)Service Providers holding Shares covered by an Award of Restricted Stock will

not be entitled to receive dividends and other distributions paid with respect to such Shares while such Shares are

unvested, unless the Administrator provides otherwise. If the Administrator provides that dividends and

distributions will be received and any such dividends or distributions are paid in cash they will be subject to the

same provisions regarding forfeitability as the Shares with respect to which they were paid and if such dividend or

distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and

forfeitability as the Shares with respect to which they were paid and, unless the Administrator determines

otherwise, the Company will hold such dividends until the restrictions on the Shares with respect to which they

were paid have lapsed.

(iv)Except as otherwise provided in this Section 8(b) or an Award Agreement,

Shares covered by an Award of Restricted Stock will be released from escrow, if applicable, when practicable after

the end of the applicable Period of Restriction.

(v)The Administrator may impose (prior to grant) or remove (at any time) any

restrictions on Shares covered by an Award of Restricted Stock.

9.Restricted Stock Units.

(a)Restricted Stock Unit Award Agreement. Each Award of Restricted Stock Units will be

evidenced by an Award Agreement that will specify the number of Restricted Stock Units subject to the Award of

Restricted Stock Units and such other terms and conditions as the Administrator determines.

(b)Vesting Criteria. The Administrator will set vesting criteria, if any, that, depending on the

extent to which the criteria are met, will determine the number of Restricted Stock Units paid out to the Participant.

The Administrator may set vesting criteria on any basis determined by the Administrator.

(c)Vested Restricted Stock Units. Upon meeting any applicable vesting criteria, the

Participant will have vested in the Restricted Stock Units and the Restricted Stock Units will be settled as

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determined in Section 9(d). The Administrator may reduce or waive any criteria that must be met to vest in the

Restricted Stock Units.

(d)Form and Timing of Settlement. Settlement of vested Restricted Stock Units will be made

at the time(s) set forth in the Award Agreement. Vested Restricted Stock Units will be settled in cash, Shares, or a

combination of both, pursuant to the terms set forth in the Award Agreement. Service Providers holding Restricted

Stock Units will not be entitled to receive Dividend Equivalents with respect to such Restricted Stock Units, unless

the Administrator provides otherwise.

10.Performance Awards.

(a)Award Agreement. Each Performance Award will be evidenced by an Award Agreement

that will specify the specify any time period during which any performance objectives or other vesting provisions,

if any, will be measured (“Performance Period”), and such other terms and conditions as the Administrator

determines.

(b)Objectives or Vesting Provisions and Other Terms. The Administrator will set objectives

or vesting provisions that, depending on the extent to which the objectives or vesting provisions are met, will

determine the value of the payout for the Performance Awards. The Administrator may set vesting criteria based

upon the achievement of Company-wide, divisional, business unit, or individual goals (that may include continued

employment or service) or any other basis determined by the Administrator in its sole discretion.

(c)Form and Timing of Payment. Payment of earned Performance Awards will be made at

the time(s) specified in the Award Agreement. Payment with respect to earned Performance Awards will be made

in cash, in Shares of equivalent value, or any combination of cash and Shares, with the determination of form of

payment made by the Administrator at the time of payment or, in the discretion of the Administrator, at the time of

grant. Service Providers holding Performance Awards will not be entitled to receive Dividend Equivalents with

respect to such Performance Awards, unless the Administrator provides otherwise.

(d)Value of Performance Awards. Each Performance Award’s threshold, target, and

maximum payout values will be established by the Administrator on or before the Grant Date.

(e)Earning Performance Awards. After an applicable Performance Period has ended, the

holder of a Performance Award will be entitled to receive a payout for the Performance Award earned by the

Participant over the Performance Period. The Administrator may reduce or waive any performance objectives or

other vesting provisions for such Performance Award.

11.Leaves of Absence/Reduced or Part-time Work Schedule/Transfer Between Locations/Change of

Status.

(a)Leaves of Absence/Reduced or Part-time Work Schedule/Transfer Between Locations.

Unless the Administrator provides otherwise or as otherwise required by Applicable Laws, vesting of Awards

granted hereunder will be adjusted or suspended during any unpaid leave of absence in accordance with the

Company’s leave of absence policy in effect at the time of such leave. A Participant will not cease to be an

Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of

the Company or within the Company Group. In addition, unless the Administrator provides otherwise or as

otherwise required by Applicable Laws, if, after the date of grant of a Participant’s Award, the Participant

commences working on a part-time or reduced work schedule basis, the vesting of such Award will be adjusted in

accordance with the Company’s reduced work schedule/ part-time policy then in effect.

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Adjustments or suspensions of vesting pursuant to this Section shall be accomplished in a manner that is exempt

from or complies with the requirements of Code Section 409A and the regulations and guidance thereunder.

(b)Employment Status. A Participant will not cease to be a Service Provider in the case of

(i) any leave of absence approved by the Company or (ii) transfers between locations of the Company (or member

of the Company Group) or between the Company or any member of the Company Group.

(c)Incentive Stock Options. With respect to Incentive Stock Options, no such leave may

exceed 3 months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If

reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then 6 months

following the first day of such leave any Incentive Stock Option held by a Participant will cease to be treated as an

Incentive Stock Option and will be treated for tax purposes as a Non-statutory Stock Option.

12.Transferability of Awards. Unless determined otherwise by the Administrator, or otherwise

required by Applicable Laws, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed

of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the

lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, the Award

will be limited by any additional terms and conditions imposed by the Administrator. Any unauthorized transfer of

an Award will be void.

13.Adjustments; Dissolution or Liquidation.

(a)Adjustments. If any extraordinary dividend or distribution (whether in cash, Shares, other

securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,

split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares or other securities of the

Company, other change in the corporate structure of the Company affecting the Shares, or any similar equity

restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting

Standards Codification Topic 718 (or any of its successors) affecting the Shares occurs (including a Change in

Control), the Administrator, to prevent diminution or enlargement of the benefits or potential benefits intended to

be provided under the Plan, will adjust the number and class of shares that may be delivered under the Plan and/or

the number, class, and/or price of shares covered by each outstanding Award, and the numerical Share limits in

Section 3. Notwithstanding the foregoing, the conversion of any convertible securities of the Company and

ordinary course repurchases of Shares or other securities of the Company will not be treated as an event that will

require adjustment.

(b)Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the

Company, the Administrator will notify each Participant of such proposed action in writing or electronically, at

such time prior to the effective date of such proposed action as the Administrator determines. To the extent it has

not been previously exercised (with respect to an Option or Stock Appreciation Right), vested (with respect to

Restricted Stock) or settled (with respect to any other Awards), an Award will terminate immediately prior to the

consummation of that proposed action.

14.Change in Control or Merger.

(a)Administrator Discretion. If a Transaction occurs, each outstanding Award will be treated

as the Administrator determines (subject to the provisions of this Section 14), without a Participant’s consent,

including that such Award be continued by the successor corporation or a Parent or Subsidiary of the successor

corporation (or an affiliate thereof) or that the vesting of any such Awards may accelerate automatically upon

consummation of a Transaction.

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(b)Identical Treatment Not Required. The Administrator need not take the same action or

actions with respect to all Awards or portions thereof or with respect to all Participants. The Administrator may

take different actions with respect to the vested and unvested portions of an Award. The Administrator will not be

required to treat all Awards similarly in the Transaction.

(c)Continuation. An Award will be considered continued if, following the Transaction:

(i)the Award confers the right to purchase or receive, for each Share subject to the

Award immediately prior to the Transaction, the consideration (whether stock, cash, or other securities or property)

received in the Transaction by holders of Shares for each Share held on the effective date of the Transaction (and if

holders were offered a choice of consideration, the type of consideration received by the holders of a majority of

the outstanding Shares) and the Award otherwise is continued in accordance with its terms (including vesting

criteria), subject to Section 14(c)(iii) below and Section 13(a); provided that if the consideration received in the

Transaction is not solely common stock of the successor corporation or its Parent, the Administrator may, with the

consent of the successor corporation, provide for the consideration to be received upon exercising an Option or

Stock Appreciation Right or upon the payout of a Restricted Stock Unit, or Performance Award, for each Share

subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market

value to the per share consideration received by holders of Common Stock in the Transaction; provided further, for

the avoidance of doubt, the Administrator may determine that, for purposes of this Section 14(c) of the Plan, the

Company is the successor corporation with respect to some or all Awards; or

(ii)the Award is terminated in exchange for an amount of cash and/or property, if

any, equal to the amount that would have been attained upon the exercise of such Award or realization of the

Participant’s rights as of the date of the occurrence of the Transaction. Any such cash or property may be subjected

to any escrow applicable to holders of Common Stock in the Transaction. If as of the date of the occurrence of the

Transaction the Administrator determines that no amount would have been attained upon the exercise of such

Award or realization of the Participant’s rights, then such Award may be terminated by the Company without

payment. The amount of cash or property can be subjected to vesting and paid to the Participant over the vesting

schedule of the Award as in effect immediately prior to the Transaction.

(iii)Notwithstanding anything in this Section 14(c) to the contrary, an Award that

vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed

if the Company or its successor modifies any of such performance goals without the Participant’s consent, in all

cases, unless specifically provided otherwise under the applicable Award Agreement or other written agreement

authorized by the Administrator between the Participant and the Company or any Parent or Subsidiary of the

Company, as applicable; provided, however, a modification to such performance goals only to reflect the successor

corporation’s post-Transaction corporate structure will not invalidate an otherwise valid Award assumption.

(d)Modification. The Administrator will have authority to modify Awards in connection

with a Transaction, without a Participant’s consent:

(i)in a manner that causes the Awards to lose their tax-preferred status or re-start

any holding or other period required to achieve beneficial tax treatment;

(ii)to terminate any right a Participant has to exercise an Option or Stock

Appreciation Right prior to vesting in the Shares subject to the Award (i.e., “early exercise”), so that following the

closing of the Transaction the Option or Stock Appreciation Right may only be exercised only to the extent it is

vested;

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(iii)to reduce the Exercise Price subject to the Award in a manner that is

disproportionate to the increase in the number of Shares subject to the Award, as long as the amount that would be

received upon exercise of the Award immediately before and immediately following the closing of the Transaction

is equivalent and the adjustment complies with U.S. Treasury Regulation Section 1.409A-1(b)(v)(D); and

(iv)to suspend a Participant’s right to exercise an Option during a limited period of

time preceding and or following the closing of the Transaction without Participant consent if such suspension is

administratively necessary or advisable to permit or facilitate the closing of the Transaction.

(e)Non-Continuation. If the successor corporation does not continue an Award (or some

portion such Award), the Participant will fully vest in (and have the right to exercise) 100% of the then-unvested

Shares subject to his or her outstanding Options and Stock Appreciation Rights, all restrictions on 100% of the

Participant’s outstanding Restricted Stock and Restricted Stock Units will lapse, and, regarding 100% of

Participant’s outstanding Awards with performance-based vesting, all performance goals or other vesting criteria

will be treated as achieved at 100% of target levels and all other terms and conditions met, in all cases, unless

specifically provided otherwise under the applicable Award Agreement or other written agreement authorized by

the Administrator between the Participant and the Company or any Parent or Subsidiary of the Company, as

applicable. In no event will vesting of an Award accelerate as to more than 100% of the Award. Unless specifically

provided otherwise under the applicable Award Agreement or other written agreement authorized by the

Administrator between the Participant and the Company or any Parent or Subsidiary of the Company, as

applicable, if Options or Stock Appreciation Rights are not continued when a Transaction occurs, the Administrator

will notify the Participant at such time prior to the effective date of such Transaction as the Administrator

determines in writing or electronically that the Participant’s vested Options or Stock Appreciation Rights (after

considering the applicable vesting acceleration, if any) will be exercisable for a period of time determined by the

Administrator in its sole discretion and all of the Participant’s Options or Stock Appreciation Rights will terminate

upon the expiration of such period (whether vested or unvested).

15.Outside Director Grants.

(a)With respect to Awards granted to an Outside Director, in the event of a Change in

Control, the Participant will fully vest in and have the right to exercise outstanding Options and/or Stock

Appreciation Rights as to all of the Shares underlying such Award, including those Shares which otherwise would

not be vested or exercisable, all restrictions on other outstanding Awards will lapse, and, with respect to Awards

with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100%

of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable

Award Agreement, a Company policy related to Director compensation, or other written agreement authorized by

the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable, that

specifically references this default rule.

(b)No Outside Director may be paid, issued or granted, in any Fiscal Year, cash retainer fees

and equity awards (including any Awards issued under this Plan) with an aggregate value greater than $750,000

(increased to $1,000,000 in connection with the Outside Director’s initial year of service), with the value of each

equity award based on its grant date fair value (determined in accordance with U.S. generally accepted accounting

principles) for purposes of this limit. Any cash compensation paid, or Awards granted to an individual for his or

her services as an Employee or as a Consultant (other than as an Outside Director), will not count for purposes of

the limitation under this Section 15(b).

16.Tax Matters.

(a)Withholding Requirements. Prior to the delivery of any Shares or cash under an Award

(or exercise thereof) or such earlier time as any Tax Withholding Obligations are due, the Company may deduct

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or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Tax Withholding

Obligations with respect to such Award or Shares subject to an Award (including upon grant, vesting, exercise or

settlement of an Award, as applicable).

(b)Withholding Arrangements. The Administrator, in its sole discretion and under such

procedures as it may specify from time to time, may elect to satisfy such Tax Withholding Obligations, in whole or

in part (including in combination) by (without limitation) (i) requiring the Participant to pay cash, check or other

cash equivalents, (ii) withholding otherwise deliverable cash (including cash from the sale of Shares issued to the

Participant) or Shares having a fair market value equal to the amount required to be withheld or such greater

amount (including up to a maximum statutory amount) as the Administrator may determine or permit if such

amount does not result in unfavorable financial accounting treatment, as the Administrator determines,

(iii) requiring the sale of Shares issued pursuant to an Award (or exercise thereof) having a fair market value equal

to the minimum statutory amount applicable in a Participant’s jurisdiction or any greater amount as the

Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting

treatment, as the Administrator determines, (iv) requiring the Participant to deliver to the Company already-owned

Shares having a fair market value equal to the minimum statutory amount required to be withheld or any greater

amount as the Administrator may determine or permit if such greater amount would not result in unfavorable

financial accounting treatment, as the Administrator determines, (v) requiring the Participant to engage in a

cashless exercise transaction (whether through a broker or otherwise) implemented by the Company in connection

with the Plan, (vi) having the Company or any Parent or Subsidiary of the Company withhold from wages or any

other cash amount due or to become due to the Participant and payable by the Company or any Parent or

Subsidiary of the Company, or (vii) such other consideration and method of payment for the meeting of Tax

Withholding Obligations as the Administrator may determine to the extent permitted by Applicable Laws, provided

that, in all instances, the satisfaction of the Tax Withholding Obligations will not result in any adverse accounting

consequence to the Company, as the Administrator may determine. The fair market value of the Shares to be

withheld or delivered will be determined as of the date the tax is required to be withheld or such other date as

Administrator determines is applicable or appropriate with respect to the Tax Withholding Obligations calculation.

(c)Compliance With Code Section 409A. Unless the Administrator determines that

compliance with Section 409A is desired, it is intended that Awards will be designed and operated so that they are

either exempt or excepted from the application of Section 409A or comply with any requirements necessary to

avoid the imposition of additional tax under Code Section 409A(a)(1)(B) so that the grant, payment, settlement and

deferral will not be subject to the additional tax or interest applicable under Section 409A and the Plan and each

Award Agreement will be interpreted consistent with this intent. This Section 16(c) of the Plan is not a guarantee to

any Participant of the consequences of his or her Awards. Except as otherwise provided by the Administrator, each

payment or benefit under this Plan and under each Award Agreement is intended to constitute a separate payment

for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2).

(d)Responsibility for Tax Consequences. In no event will the Company or any Parent or

Subsidiary of the Company have any responsibility, liability or obligation to reimburse, indemnify or hold harmless

any Participant for any taxes that may be imposed or other costs that may be incurred with respect to an Award as a

result of Section 409A or any other Applicable Laws. The Company (i) makes no representations or undertakings

regarding the treatment of any Tax Withholding Obligations in connection with any aspect of an Award, including,

but not limited to, the grant, vesting, exercise or settlement of an Award, as applicable, the subsequent sale of

Shares acquired in connection with an Award and the issuance of any dividends or other distributions in connection

with an Award, and (ii) does not commit to and is under no obligation to structure the terms of an Award to reduce

or eliminate a Participant’s liability for Tax Withholding Obligations or achieve any particular tax result.

17.Other Terms.

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(a)No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a

Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the

Company or any member of the Company Group, as applicable, nor will they interfere with the Participant’s right,

or the right of the Company or any member of the Company Group, to terminate that relationship at any time, with

or without cause, to the extent permitted by Applicable Laws.

(b)Interpretation and Rules of Construction. The words “include,” “includes” and

“including” when used herein shall be deemed in each case to be followed by the words “without limitation.”

(c)Plan Governs. In the event of a conflict between the terms and conditions of the Plan and

the terms and conditions of any Grant Agreement, the terms and conditions of the Plan will prevail.

(d)Forfeiture Events.

(i)All Awards granted under the Plan will be subject to recoupment under any

clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities

exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-

Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws. In addition, the Administrator

may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Administrator

determines necessary or appropriate, including without limitation to any reacquisition right regarding previously

acquired Shares or other cash or property. Unless this Section 17(d)(i) is specifically mentioned and waived in an

Award Agreement or other document, no recovery of compensation under a clawback policy or otherwise will be

an event that triggers or contributes to any right of a Participant to resign for “good reason” or “constructive

termination” (or similar term) under any agreement with the Company or a member of the Company Group.

(ii)The Administrator may specify in an Award Agreement that the Participant’s

rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, or

recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or

performance conditions of an Award. Such events may include, but will not be limited to, termination of such

Participant’s status as Service Provider for cause or any specified action or inaction by a Participant that would

constitute cause for termination of such Participant’s status as a Service Provider.

(e)Dividend Equivalents. The Administrator, in its discretion, may provide in the Award

Agreement evidencing any Award that the Participant will be entitled to receive Dividend Equivalents with respect

to the payment of cash dividends on Shares having a record date prior to the date on which the Awards are settled

or forfeited. Dividend Equivalents, if any, will be credited to an Award in such manner and subject to such terms

and conditions as determined by the Administrator in its sole discretion.

18.Term of Plan. Subject to Section 21, the Plan will become effective upon the later to occur of

(x) its adoption by the Board or (y) its approval by the Company’s stockholders. The Plan will continue in effect

for a term of ten (10) years from the first to occur of the Board or stockholder approval of the Plan, unless

terminated earlier under Section 19 of the Plan.

19.Amendment and Termination of the Plan.

(a)Amendment and Termination. The Administrator, in its sole discretion, may amend, alter,

suspend or terminate the Plan or any part thereof, at any time and for any reason.

(b)Stockholder Approval. The Company will obtain stockholder approval of any Plan

amendment to the extent necessary or desirable to comply with Applicable Laws.

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(c)Consent of Participants Generally Required. Subject to Section 19(d) below, no

amendment, alteration, suspension or termination of the Plan or an Award under it will materially impair the rights

of any Participant without a signed, written agreement authorized by the Administrator between the Participant and

the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to

it regarding Awards granted under the Plan prior to such termination.

(d)Exceptions to Consent Requirement.

(i)A Participant’s rights will not be deemed to have been materially impaired by

any amendment, alteration, suspension or termination if the Administrator determines in its sole discretion that

such action taken as a whole, does not materially impair the Participant’s rights; and

(ii)Subject to any limitations of Applicable Laws, the Administrator may amend the

terms of any one or more Awards without the affected Participant’s consent even if it does materially impair the

Participant’s right if such amendment is done:

(1)in a manner specified by the Plan,

(2)to maintain the qualified status of the Award as an Incentive Stock

Option under Code Section 422,

(3)to change the terms of an Incentive Stock Option, if such change results

in impairment of the Award only because it impairs the qualified status of the Award as an Incentive Stock Option

under Code Section 422 or resets the Incentive Stock Option holding periods applicable to the Award,

(4)to clarify the manner of exemption from Code Section 409A or

compliance with any requirements necessary to avoid the imposition of additional tax or interest under Code

Section 409A(a)(1)(B), or

(5)to comply with other Applicable Laws.

20.Conditions Upon Issuance of Shares.

(a)Legal Compliance. The Company will make good faith efforts to comply with all

Applicable Laws related to the issuance of Shares. The Company will not issue Shares pursuant to an Award,

including without limitation upon exercise or vesting thereof, as applicable, unless the issuance and delivery of

such Shares and exercise or vesting of the Award, as applicable, will comply with Applicable Laws. If required by

the Administrator, issuance will be further subject to the approval of counsel for the Company with respect to such

compliance. If the Company determines it to be impossible or impractical to obtain authority from any regulatory

body having jurisdiction or to complete or comply with the requirements of any Applicable Laws, registration or

other qualification of the Shares under any state, federal or non-U.S. law or under the rules and regulations of the

U.S. Securities and Exchange Commission, the stock exchange on which Shares of the same class are then listed,

or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is

deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder,

the Company will be relieved of any liability regarding the failure to issue or sell such Shares as to which such

authority, registration, qualification or rule compliance was not obtained and the Administrator reserves the

authority, without the consent of a Participant, to terminate or cancel Awards with or without consideration in such

a situation.

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(b)Investment Representations. As a condition to the exercise or vesting of an Award, the

Company may require the person exercising or vesting in such Award to represent and warrant during any such

exercise or vesting that the Shares are being purchased only for investment and with no present intention to sell or

distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

(c)Failure to Accept Award. If a Participant has not accepted an Award to the extent such

acceptance has been requested or required by the Company or has not taken all administrative and other steps

(e.g., setting up an account with a broker designated by the Company) necessary for the Company to issue Shares

upon the vesting, exercise, or settlement of the Award prior to the date that a portion of the Award is scheduled to

vest, then the Award will be cancelled on such date and the Shares subject to the Award will revert to the Plan for

no additional consideration unless otherwise provided by the Administrator.

21.Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company

within 12 months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the

manner and to the degree required under Applicable Laws.

IMMUNITYBIO, INC.

2025 EQUITY INCENTIVE PLAN

NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT

Capitalized terms that are not defined in this Notice of Stock Option Grant and Stock Option Agreement

(the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, the Non-U.S. Appendix attached hereto as

Exhibit B and all other exhibits to these documents (all together, the “Agreement”) have the meanings given to

them in the ImmunityBio, Inc. 2025 Equity Incentive Plan (the “Plan”).

The Participant has been granted an Option according to the terms below and subject to the terms and

conditions of the Plan and this Agreement:

Participant

Participant I.D.

Grant Number

Grant Date

Vesting Commencement Date

Number of Shares Granted

Exercise Price per Share

Total Exercise Price

Type of Option_____ Incentive Stock Option

_____ Nonstatutory Stock Option

Expiration Date

Vesting Schedule:

Subject to the conditions set forth in this Agreement, this Option shall be exercisable, in whole or in part,

according to the following vesting schedule (as such vesting schedule may be amended or modified from time to time

in accordance with this Agreement and the Plan):

[1/3rd of the Shares subject to this Option shall vest on each of the first, second and third year anniversary

of the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month),

subject to Participant continuing to be a Service Provider through each such date.]

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For the avoidance of doubt, in the event of any conflict, discrepancy, or inconsistency between the vesting

schedule set forth above and the document or action of the Board or its authorized committee approving this Option

pursuant to the Plan (the “Approval”), the Approval shall govern the initial vesting terms. Any portion of this

Option that shall vest on a monthly basis per such vesting schedule shall vest on the same day of the applicable

vesting month as the Vesting Commencement Date set forth above (and if there is no corresponding day, on the last

day of such month), subject to Participant continuing to be a Service Provider through each such date.

In addition to the vesting terms set forth above for this award, this Option’s vesting will be accelerated in

accordance with any vesting acceleration provisions approved by the Administrator. If the Participant ceases to be a

Service Provider for any or no reason before he or she fully vests in this Option, the unvested portion of this Option

will terminate according to the terms of Section 4 of this Agreement.

Adjustments to Vesting Schedule:

Notwithstanding the aforementioned vesting schedule, in accordance with Section 11 of the Plan, unless

the Administrator provides otherwise or as otherwise required by Applicable Laws, (a) the vesting schedule of this

Option will be adjusted or suspended during any leave of absence in accordance with the Company’s leave of

absence and/or reduced work schedule and/or part-time policy in effect at the time of such leave and (b) if, after the

Grant Date of this Option, Participant commences working on a part-time or reduced work schedule basis, the

vesting schedule will be adjusted in accordance with the Company’s reduced work schedule/ part-time policy then

in effect.

Exercise of Option:

(a)If the Participant dies or his or her status as a Service Provider is terminated due to his or her

Disability, the vested portion of this Option will remain exercisable for [12 months] after the

Participant ceases to be a Service Provider. For any other termination of status as a Service

Provider, the vested portion of this Option will remain exercisable for [3 months] after the

Participant ceases to be a Service Provider.

(b)If a Transaction occurs, Section 14 of the Plan may further limit this Option’s exercisability.

(c)This Option will not be exercisable after the Expiration Date, except as may be permitted in

accordance with Section 6(h) of the Plan (which tolls expiration in very limited cases when there

are legal restrictions on exercise).

The Participant’s signature below (or Participant’s electronic signature or other electronic acknowledgement

or acceptance of this Agreement or Award) indicates that:

(i)He or she agrees that this Option is granted under and governed by the terms and conditions of the

Plan and this Agreement, including their exhibits and appendices.

(ii)He or she understands that the Company is not providing any tax, legal, or financial advice and is

not making any recommendations regarding his or her participation in the Plan or his

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or her acquisition or sale of Shares.

(iii)He or she has reviewed the Plan and this Agreement, has had an opportunity to obtain the advice

of personal tax, legal, and financial advisors prior to signing this Agreement, and fully

understands all provisions of the Plan and Agreement. He or she will consult with his or her own

personal tax, legal, and financial advisors before taking any action related to the Plan.

(iv)He or she has read and agrees to each provision of Sections 10, 11 and 12 of this Agreement.

(v)He or she will notify the Company of any change to the contact address below.

(vi)He or she acknowledges and agrees that this Option will be subject to recoupment under any

clawback policy that the Company adopts pursuant to Section 17(d) of the Plan.

(vii)He or she acknowledges and agrees that, unless the Administrator provides otherwise, if the

Participant fails to execute this Agreement prior to the date that any portion of this Option would

vest pursuant to the Vesting Schedule set forth above (such date, the “First Vesting Date”), this

Option will be forfeited by Participant in its entirety for no consideration (and the Shares

underlying this Award will return to the Plan) on the First Vesting Date.

PARTICIPANT

__________________________________________

Signature

Address: __________________________________

__________________________________

__________________________________

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EXHIBIT A

TERMS AND CONDITIONS OF STOCK OPTION GRANT

1.Grant.  The Company grants the Participant an Option to purchase Shares of Common Stock as

described in the Notice of Grant. If there is a conflict between the Plan, this Agreement, or any other agreement

with the Participant governing this Option, those documents will take precedence and prevail in the following

order: (a) the Plan, (b) the Agreement, and (c) any other agreement between the Company and the Participant

governing this Option.

If the Notice of Grant designates this Option as an Incentive Stock Option (“ISO”), this Option is

intended to qualify as an ISO under Code Section 422. Even if this Option is designated an ISO, to the extent it first

become exercisable as to more than $100,000 in any calendar year, the portion in excess of $100,000 is not an ISO

under Code Section 422(d) and that portion will be a Nonstatutory Stock Option (“NSO”). In addition, if the

Participant exercises this Option after three (3) months have passed since he or she ceased to be an employee of the

Company or a Parent or Subsidiary of the Company, it generally will no longer be an ISO (however, different rules

apply to cessation of employee status due to death or Disability). If there is any other reason this Option (or a

portion of it) will not qualify as an ISO, to the extent of such nonqualification, this Option will be an NSO. The

Participant understands that he or she will have no recourse against the Administrator, any member of the Company

Group, or any officer or director of a member of the Company Group if any portion of this Option is not an ISO.

2.Vesting.  This Option will only be exercisable (also referred to as vested) under the Vesting

Schedule in the Notice of Grant, Section 3 of this Agreement, or Section 14 of the Plan. Shares scheduled to vest on

a certain date or upon the occurrence of a certain condition will not vest unless the Participant continues to be a

Service Provider until the time such vesting is scheduled to occur.

3.Administrator Discretion.  The Administrator has the discretion to accelerate the vesting of any

portion of this Option. In that case, this Option will be vested as of the date and to the extent specified by the

Administrator.

4.Forfeiture upon Cessation of Status as a Service Provider.  Upon the Participant’s termination as a

Service Provider for any reason, this Option will immediately stop vesting and any portion of this Option that has

not yet vested will be immediately forfeited for no consideration upon the date that Participant ceases to be a

Service Provider for any reason, in all cases, subject to Applicable Laws. For purposes of this Option, the

Participant’s status as a Service Provider will be considered to be terminated as of the date the Participant is no

longer actively providing services to the Company, or if different, the Participant’s employer (the “Employer”) or

the Subsidiary or Parent to which the Participant is providing services (the Employer, Subsidiary or Parent, as

applicable, the “Service Recipient”) or other member of the Company Group (regardless of the reason for such

termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where

the Participant is a Service Provider or the terms of the Participant’s employment or service agreement, if any), and

unless otherwise expressly provided in this Agreement or determined by the Administrator, the Participant’s right

to vest in this Option under the Plan, if any, will terminate as of such date and the Participant’s right to exercise the

Option after termination, if any, will be measured from such date, and will not be extended by any notice period

(e.g., the Participant’s period of service would not include any

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contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the

jurisdiction where the Participant is a Service Provider or the terms of the Participant’s employment or service

agreement, if any). The Administrator shall have the exclusive discretion to determine when the Participant is no

longer actively providing services for purposes of this Option (including whether the Participant may still be

considered to be providing services while on a leave of absence).

5.Death of Participant.  Any distribution or delivery to be made to the Participant under this

Agreement will, if he or she is then deceased, be made to the administrator or executor of his or her estate or, if the

Administrator permits, his or her designated beneficiary, unless otherwise required to comply with Applicable

Laws. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and

(b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or

regulations that apply to the transfer.

6.Exercise of Option.

(a)Right to Exercise.  This Option may be exercised only before its Expiration Date and

only under the Plan and this Agreement.

(b)Method of Exercise.  To exercise this Option, the Participant must deliver and the

Administrator must receive an exercise notice according to procedures determined by the Administrator. The

exercise notice must:

(i)state the number of Shares as to which this Option is being exercised

(“Exercised Shares”),

(ii)make any representations or agreements required by the Company,

(iii)be accompanied by a payment of the total exercise price for all Exercised

Shares, and

(iv)be accompanied by a payment of all required Tax Withholdings for all

Exercised Shares.

This Option is exercised when both the exercise notice and payments due under Sections 6(b)(iii) and

6(b)(iv) have been received by the Company for all Exercised Shares. The Administrator may designate a

particular exercise notice to be used, but until a designation is made, the exercise notice attached to this Agreement

as Exhibit C may be used.

7.Method of Payment. The Participant may pay the total exercise price for Exercised Shares by any

of the following methods or a combination of methods:

(a)cash;

(b)check;

(c)wire transfer;

(d)consideration received by the Company under a formal cashless exercise program

adopted by the Company; or

-6-

(e)surrender of other Shares, as long as the Company determines that accepting such Shares

does not result in any adverse accounting consequences to the Company. If Shares are surrendered, the value of

those Shares will be the fair market value for those Shares on the date they are surrendered.

A non-U.S. resident’s methods of exercise may be restricted by the terms and condition of any appendix to

this Agreement for the Participant’s country (the “Appendix”).

8.Tax Obligations.

(a)Tax Withholding.

(i)No Shares will be issued to the Participant until he or she makes satisfactory

arrangements (as determined by the Administrator) for the payment of Tax Withholdings. If the Participant is a

non-U.S. employee, the method of payment of Tax Withholdings may be restricted by any Appendix. If the

Participant fails to make satisfactory arrangements for the payment of any Tax Withholdings under this Agreement

at the time of an attempted Option exercise, the Company may refuse to honor the exercise and refuse to deliver the

Shares, to the extent permitted by Applicable Laws.

(ii)The Company also has the right (but not the obligation) to satisfy any Tax

Withholdings: (a) by reducing the number of Shares otherwise deliverable to the Participant; (b) by requiring

payment by cash or check made payable to the Company and/or any Service Recipient with respect to which the

withholding obligation arises; (c) by deduction of such amount from salary, wages or other compensation payable to

the Participant; or (d) in any combination of the foregoing, or any other method determined by the Administrator to

be compliance with Applicable Laws.

(iii)The Company may withhold or account for Tax Withholdings by considering

statutory or other withholding rates, including minimum or maximum rates applicable in the Participant’s

jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount

in cash (with no entitlement to the equivalent in Common Stock), or if not refunded, the Participant may seek a

refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any

additional Tax Withholdings directly to the applicable tax authority or to the Company and/or the Employer(s). If

the obligation for Tax Withholdings is satisfied by withholding in Shares, for tax purposes, the Participant will be

deemed to have been issued the full number of Shares exercised, notwithstanding that a number of the Shares is held

back solely for the purpose of paying the Tax Withholdings.

(iv)Further, if the Participant is subject to taxation in more than one jurisdiction

between the Grant Date and the date of any relevant taxable or tax withholding event, the Company or the

Employer(s) or former Employer(s) may withhold or account for tax in more than one jurisdiction.

(v)Regardless of any action of the Company or the Employer(s), the Participant

acknowledges that the ultimate liability for all Tax Withholdings and any and all additional taxes related to the

Option, the Shares or other amounts or property delivered under the Option and the Participant’s participation in

the Plan is and remains his or her responsibility and may exceed the amount actually withheld by the Company or

the Employer(s). The Participant further acknowledges that the Company and the Employer(s) (1) make no

representations or undertakings regarding the

-7-

treatment of any Tax Withholdings in connection with any aspect of this Option; and (2) do not commit to and

are under no obligation to structure the terms of the grant or any aspect of this Option to reduce or eliminate his or

her liability for Tax Withholdings or achieve any particular tax result.

(vi)For U.S. taxpayers, under Code Section 409A, a stock right (such as this Option)

that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after

October 3, 2004) that was granted with a per share exercise price that is determined by the U.S. Internal Revenue

Service (the “IRS”) to be less than the fair market value of an underlying share on the date of grant (a “discount

option”) may be considered “deferred compensation.” A stock right that is a “discount option” may result in

(1) income recognition by the recipient of the stock right prior to the exercise of the stock right, (2) an additional

20% U.S. federal income tax, and (3) potential penalty and interest charges. The “discount option” may also result

in additional U.S. state income, penalty and interest tax to the recipient of the stock right. Participant is hereby

notified that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of

this Option equals or exceeds the fair market value of a Share on the Grant Date in a later examination. Participant

is hereby notified that if the IRS determines that this Option was granted with a per Share exercise price that was

less than the fair market value of a Share on the Grant Date, Participant shall be solely responsible for Participant’s

costs related to such a determination.

(b)Tax Reporting.  This Section 8(b) applies if the Participant is a U.S. income taxpayer. If

this Option is partially or wholly an ISO, and if the Participant sells or otherwise disposes of any the Shares

acquired by exercising the ISO portion on or before the later of (i) the date two (2) years after the Grant Date, or

(ii) the date one (1) year after the date of exercise, he or she may be subject to withholding of Tax Withholdings by

the Company on the compensation income recognized by him or her and must immediately notify the Company in

writing of the disposition.

9.Rights as Stockholder.  The Participant’s or any other person’s rights as a stockholder of the

Company (including the right to vote and to receive dividends and distributions) will not begin until Shares have

been issued and recorded on the records of the Company or its transfer agents or registrars.

10.Acknowledgements and Agreements.  The Participant’s signature on the Notice of Grant

accepting this Option indicates that:

(a)HE OR SHE ACKNOWLEDGES AND AGREES THAT THE VESTING OF THIS

OPTION IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AND THAT BEING HIRED,

GRANTED THIS OPTION, AND EXERCISING THIS OPTION WILL NOT RESULT IN VESTING.

(b)HE OR SHE FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION

AND AGREEMENT DO NOT CREATE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED

ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT

ALL, AND WILL NOT INTERFERE IN ANY WAY WITH HIS OR HER RIGHT OR THE RIGHT OF THE

EMPLOYER(S) TO TERMINATE HIS OR HER RELATIONSHIP AS A SERVICE PROVIDER AT ANY

TIME, WITH OR WITHOUT CAUSE, SUBJECT TO APPLICABLE LAWS.

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(c)The Participant agrees that this Agreement and its incorporated documents reflect all

agreements on its subject matters and that he or she is not accepting this Agreement based on any promises,

representations, or inducements other than those reflected in the Agreement.

(d)The Participant understands that exercise of this Option is governed strictly by

Sections 6, 7, and 8 of this Agreement and that failure to comply with those Sections could result in the expiration

of this Option, even if an attempt was made to exercise.

(e)The Participant agrees that the Company’s delivery of any documents related to the Plan or

this Option (including the Plan, the Agreement, the Plan’s prospectus and any reports of the Company provided

generally to the Company’s stockholders) to him or her may be made by electronic delivery, which may include but

does not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved

in administering the Plan, the delivery of the document via e-mail, or any other means of electronic delivery

specified by the Company. If the attempted electronic delivery of such documents fails, the Participant will be

provided with a paper copy of the documents. The Participant acknowledges that he or she may receive from the

Company a paper copy of any documents that were delivered electronically at no cost to him or her by contacting

the Company by telephone or in writing. The Participant may revoke his or her consent to the electronic delivery

of documents or may change the electronic mail address to which such documents are to be delivered (if the

Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or

revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he

or she is not required to consent to electronic delivery of documents.

(f)The Participant may deliver any documents related to the Plan or this Option to the

Company by e-mail or any other means of electronic delivery approved by the Administrator, but he or she must

provide the Company or any designated third party administrator with a paper copy of any documents if his or her

attempted electronic delivery of such documents fails.

(g)The Participant accepts that all good faith decisions or interpretations of the

Administrator regarding the Plan and Awards under the Plan are binding, conclusive, and final. No member of the

Administrator will be personally liable for any such decisions or interpretations.

(h)The Participant agrees that the Plan is established voluntarily by the Company, is

discretionary in nature, and may be amended, suspended, or terminated by the Company at any time, to the extent

permitted by the Plan.

(i)The Participant agrees that the grant of this Option is exceptional, voluntary and

occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of

options, even if options have been granted in the past.

(j)The Participant agrees that any decisions regarding future Awards will be in the

Company’s sole discretion.

(k)The Participant agrees that he or she is voluntarily participating in the Plan.

(l)The Participant agrees that this Option and any Shares acquired under the Plan are not

intended to replace any pension rights or compensation.

-9-

(m)The Participant agrees that this Option, any Shares acquired under the Plan, and their

income and value are not part of normal or expected compensation for any purpose, including for calculating any

severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-

service awards, pension or retirement or welfare benefits, or similar payments.

(n)The Participant agrees that the future value of the Shares underlying this Option is

unknown, indeterminable, and cannot be predicted with certainty.

(o)The Participant understands that if the underlying Shares do not increase in value, this

Option will have no intrinsic monetary value.

(p)The Participant understands that if this Option is exercised, the value of each Share

received on exercise may increase or decrease in value, even below the Exercise Price.

(q)The Participant agrees that no member of the Company Group is liable for any foreign

exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the

value of this Option or of any amounts due to him or her from the exercise of this Option or the subsequent sale of

any Shares acquired upon exercise.

(r)Unless otherwise provided in the Plan or by the Administrator in its discretion, this Option

and the benefits evidenced in this Agreement do not create any entitlement to have this Option or any such benefits

transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection

with any corporate transaction affecting the Shares.

(s)The Participant agrees that he or she has no claim or entitlement to compensation or

damages from any forfeiture of this Option resulting from the termination of his or her status as a Service Provider

(for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the

jurisdiction where he or she is a Service Provider or the terms of his or her service agreement, if any).

11.Data Privacy.

(a)The Participant voluntarily consents to the collection, use and transfer, in electronic or

other form, of his or her personal data as described in this Agreement and any other Award materials (“Data”) by

and among, as applicable, the Employer(s), the Company and any member of the Company Group for the exclusive

purpose of implementing, administering, and managing his or her participation in the Plan.

(b)The Participant understands that the Company and the Employer(s) may hold certain

personal information about him or her, including, but not limited to, his or her name, home address and telephone

number, date of birth, social insurance number or other identification number, salary, nationality, job title, any

shares of stock or directorships held in the Company, details of all equity awards or any other entitlement to stock

awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the exclusive purpose of

implementing, administering, and managing the Plan.

(c)The Participant understands that Data will be transferred to one or more a stock plan

service provider(s) selected by the Company, which may assist the Company with the implementation,

administration, and management of the Plan. The Participant understands that the recipients of the

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Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may

have different data privacy laws and protections than his or her country. The Participant understands that if he or she

resides outside the United States, he or she may request a list with the names and addresses of any potential

recipients of the Data by contacting his or her local human resources representative. The Participant authorizes

the Company and any other possible recipients that may assist the Company (presently or in the future) with

implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in

electronic or other form, for the sole purposes of implementing, administering and managing his or her

participation in the Plan.

(d)The Participant understands that Data will be held only as long as is necessary to

implement, administer and manage his or her participation in the Plan. The Participant understands that if he or

she resides in certain jurisdictions outside the United States, to the extent required by Applicable Laws, he or she

may, at any time, request access to Data, request additional information about the storage and processing of Data,

require any necessary amendments to Data or refuse or withdraw the consents given by accepting this Option, in

any case without cost, by contacting in writing his or her local human resources representative. Further, the

Participant understands that he or she is providing these consents on a purely voluntary basis. If the Participant

does not consent or if he or she later seeks to revoke his or her consent, his or her engagement as a Service

Provider with the Employer(s) will not be adversely affected; the only consequence of refusing or withdrawing his

or her consent is that the Company will not be able to grant him or her awards under the Plan or administer or

maintain awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may

affect his or her ability to participate in the Plan (including the right to retain this Option). The Participant

understands that he or she may contact his or her local human resources representative for more information on

the consequences of his or her refusal to consent or withdrawal of consent.

12.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that he or she

may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions including, but not

limited to, the United States and the Participant’s country of residence, which may affect the Participant’s ability to

acquire or sell Shares or rights to Shares (e.g., this Option) under the Plan during such time as the Participant is

considered to have “inside information” regarding the Company (as defined by the laws in the applicable

jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the

Participant placed before the Participant possessed inside information. Furthermore, the Participant could be

prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing

them otherwise to buy or sell securities. The Participant should keep in mind third parties includes fellow

employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that

may be imposed under any applicable insider trading policy of the Company. The Participant is responsible for

ensuring compliance with any applicable restrictions and should consult with his or her personal legal advisor on

this matter.

13.Foreign Asset/Account Reporting Requirements. Depending on the Participant’s country, the

Participant may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result

of the vesting or exercise of this Option, the acquisition, holding and/or transfer of Shares or cash resulting from

participation in the Plan and/or the opening and maintaining of a brokerage or bank account in connection with the

Plan. The Participant may be required to report such assets, accounts, account balances and values, and/or related

transactions to the applicable authorities in his or her country. The Participant may also be required to repatriate sale

proceeds or other funds

-11-

received as a result of his or her participation in the Plan to his or her country through a designated bank or broker

and/or within a certain time after receipt. The Participant acknowledges that he or she is responsible for ensuring

compliance with any applicable foreign asset/account, exchange control and tax reporting and other requirements.

The Participant further understands that he or she should consult the Participant’s personal tax and legal advisors,

as applicable on these matters.

14.Miscellaneous

(a)Address for Notices.  Any notice to be given to the Company under the terms of this

Agreement must be addressed to the Company at ImmunityBio, Inc., 3530 John Hopkins Court, San Diego,

California 92121, USA until the Company designates another address in writing.

(b)Non-Transferability of Option.  This Option may not be transferred other than by will or

the applicable laws of descent or distribution and may be exercised during the lifetime of the Participant only by

him or her or his or her representative following a Disability.

(c)Binding Agreement.  If this Option is transferred, this Agreement will be binding upon

and inure to the benefit of the heirs, legatees, legal representatives, successors, and assigns of the parties to this

Agreement.

(d)Additional Conditions to Issuance of Stock.  In accordance with Section 20 of the Plan, if

at any time the Company determines, in its discretion, that the listing, registration, qualification or rule compliance

of the Shares upon any securities exchange or under any U.S. or non-U.S. federal, state or local law the tax Code and

related regulations or under the rulings or regulations of the United States Securities and Exchange Commission or

any other governmental regulatory body or the clearance, consent or approval of the United States Securities and

Exchange Commission or any other governmental regulatory authority is necessary or desirable as a condition to

the issuance of Shares to Participant hereunder, such issuance will not occur unless and until such listing,

registration, qualification, rule compliance, clearance, consent or approval will have been completed, effected or

obtained free of any conditions not acceptable to the Company.

(e)Captions.  Captions provided in this Agreement are for convenience only and are not to

serve as a basis for interpretation or construction of this Agreement.

(f)Agreement Severable.  If any provision of this Agreement is held invalid or

unenforceable, that provision will be severed from the remaining provisions of this Agreement and the invalidity or

unenforceability will have no effect on the remainder of the Agreement.

(g)Non-U.S. Appendix.  This Option is subject to any special terms and conditions set forth

in any Appendix. If the Participant relocates to a country included in the Appendix, the special terms and conditions

for that country will apply to him or her to the extent the Company determines that applying such terms and

conditions is necessary or advisable for legal or administrative reasons.

(h)Imposition of Other Requirements.  The Company reserves the right to impose other

requirements on this Option and the Shares subject to this Option, to the extent the Company determines it is

necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional

agreements or undertakings that may be necessary to accomplish the foregoing.

-12-

(i)Choice of Law; Choice of Forum.  The Plan, this Agreement, this Option, and all

determinations made and actions taken under the Plan, to the extent not otherwise governed by the laws of the

United States, will be governed by the laws of the State of Delaware without giving effect to principles of conflicts

of law. For purposes of litigating any dispute that arises under the Plan, the Participant’s acceptance of this Option

is his or her consent to the jurisdiction of the State of Delaware and his or her agreement that any such litigation will

be conducted in the Delaware Court of Chancery or the federal courts for the United States for the District of

Delaware and no other courts, regardless of where he or she is performing services.

(j)Modifications to the Agreement.  The Plan and this Agreement constitute the entire

understanding of the parties on the subjects covered. The Participant expressly warrants that he or she is not

accepting this Agreement in reliance on any promises, representations, or inducements other than those contained

herein. Other than as specified in Section 19(d) of the Plan, modifications to this Agreement or the Plan can be

made only in an express written contract executed by a duly authorized officer of the Company. The Company

reserves the right to revise the Agreement as it deems necessary or advisable, in its sole discretion and without the

consent of the Participant, to comply with Code Section 409A, to otherwise avoid imposition of any additional tax

or income recognition under Code Section 409A in connection with this Option, or to comply with other

Applicable Laws.

(k)Waiver.  The Participant acknowledges that a waiver by the Company of a breach of any

provision of this Agreement will not operate or be construed as a waiver of any other provision of this Agreement

or of any subsequent breach of this Agreement by him or her.

(l)Language.  If Participant has received this Agreement, or any other document related to

this Option and/or the Plan translated into a language other than English and if the meaning of the translated

version is different than the English version, the English version will control.

EXHIBIT B

APPENDIX TO STOCK OPTION AGREEMENT

Terms and Conditions

This Appendix to Stock Option Agreement (the “Appendix”) includes additional terms and conditions that

govern this Option granted to the Participant under the Plan if he or she resides in one of the countries listed below

on the Grant Date or he or she moves to one of the listed countries. Unless otherwise defined herein, capitalized

terms sued but not defined herein shall have the same meanings as set forth in the Plan and this Agreement.

If the Participant is a citizen or resident of a country (or if the Participant is considered as such for local

law purposes) other than the one in which the Participant is currently residing and/or working, or if the Participant

transfers to another country after being granted the Option, the Company will, in its discretion, determine the extent

to which the terms and conditions contained herein will be applicable to the Participant.

Notifications

This Appendix may also include information regarding exchange controls and certain other issues of

which the Participant should be aware with respect to participation in the Plan. The information is based on the

securities, exchange control, and other Applicable Laws in effect in the respective countries as of [DATE] 2025.

Such Applicable Laws are often complex and change frequently. As a result, the Company strongly recommends

that the Participant not rely on the information in this Appendix as the only source of information relating to the

consequences of participation in the Plan because the information may be out of date at the time the Participant

sells Shares acquired under the Plan.

In addition, the information contained in this Appendix is general in nature and may not apply to the

Participant’s particular situation, and the Company is not in a position to assure him or her of a particular result.

The Participant is advised to seek appropriate professional advice as to how the Applicable Laws in his or her

country may apply to his or her situation.

Finally, if the Participant is a citizen or resident of a country other than the one in which he or she is

currently working, transfers employment after this Option is granted, or is considered a resident of another country

for local law purposes, the information in this Appendix may not apply to him or her, and the Administrator will

determine to what extent the terms and conditions in this Appendix apply.

Countries

[Insert]

-2-

EXHIBIT C

IMMUNITYBIO, INC.

2025 EQUITY INCENTIVE PLAN

EXERCISE NOTICE

ImmunityBio, Inc.

3530 John Hopkins Court

San Diego, California 92121

Attention: Stock Administration

Purchaser Name:
Grant Date of Stock Option (the “Option”):
Grant Number:
Exercise Date:
Number of Shares Exercised:
Per Share Exercise Price:
Total Exercise Price:
Exercise Price Payment Method:
Tax Withholdings Payment Method:

The information in the table above is incorporated in this Exercise Notice.

1.Exercise of Option.  Effective as of the Exercise Date, I elect to purchase the Number of Shares

Exercised (“Exercised Shares”) under the Stock Option Agreement for this Option (the “Agreement”) for the

Total Exercise Price. Capitalized terms used but not defined in this Exercise Notice have the meanings given to

them in the 2025 Equity Incentive Plan (the “Plan”) and/or the Agreement.

2.Delivery of Payment.  With this Exercise Notice, I am delivering the Total Exercise Price and any

required Tax Withholdings to be paid in connection with the purchase of the Exercised Shares. I am paying my

total purchase price by the Exercise Price Payment Method and the Tax Withholdings by the Tax Withholdings

Payment Method.

3.Representations of Purchaser.  I acknowledge that:

(a)I have received, read, and understood the Plan and the Agreement and agree to be bound

by their terms and conditions.

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(b)The exercise will not be completed until this Exercise Notice, Total Exercise Price, and all

Tax-Related Payments are received by the Company.

(c)I have no rights as a stockholder of the Company (including the right to vote and receive

dividends and distributions) on the Exercised Shares until the Exercised Shares have been issued and recorded on

the records of the Company or its transfer agents or registrars.

(d)No adjustment will be made for a dividend or other right for which the record date is

before the date of issuance, except for adjustments under Section 13 of the Plan.

(e)There may be adverse tax consequences to exercising this Option, and I am not relying on

the Company for tax advice and have had an opportunity to obtain the advice of personal tax, legal, and financial

advisors prior to exercising.

(f)The modification and choice of law provisions of the Agreement also govern this

Exercise Notice.

4.Entire Agreement; Choice of Law; Choice of Forum.  The Plan and the Agreement are

incorporated by reference. This Exercise Notice, the Plan, and the Agreement are the entire agreement of the parties

with respect to this Options and this exercise and supersede in their entirety all prior undertakings and agreements

of the Company and Purchaser with respect to their subject matter. The Plan, the Agreement, and this Exercise

Notice, to the extent not otherwise governed by the laws of the United States, will be governed by the laws of the

State of Delaware without giving effect to principles of conflicts of law. For purposes of litigating any dispute that

arises under the Plan (including without limitation under this Exercise Notice), the Participant consents to the

jurisdiction of the State of Delaware and any such litigation being conducted in the Delaware Court of Chancery or

the federal courts for the United States for the District of Delaware and no other courts, regardless of where he or

she is performing services.

Submitted by:

PURCHASER

__________________________________________

Signature

Address:  __________________________________

___________________________________

___________________________________

IMMUNITYBIO, INC.

2025 EQUITY INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK UNIT AWARD AND

RESTRICTED STOCK UNIT AGREEMENT

Capitalized terms that are not defined in this Notice of Restricted Stock Unit Award and Restricted Stock

Unit Agreement (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Award, the Non-U.S.

Appendix attached hereto as Exhibit B and all other exhibits to these documents (all together, the “Agreement”)

have the meanings given to them in the ImmunityBio, Inc. 2025 Equity Incentive Plan (the “Plan”).

The Participant has been granted this Restricted Stock Unit (“RSU”) award according to the terms below

and subject to the terms and conditions of the Plan and this Agreement, as follows:

Participant

Participant I.D.

Grant Number

Grant Date

Vesting Commencement Date

Number of RSUs Granted

Vesting Schedule:

Subject to the acceleration of vesting provisions herein, the RSUs subject to this Agreement will vest as

follows:

[1/3rd of the RSUs will be scheduled to vest on each of the first, second and third year anniversary of

the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month),

subject to the Participant continuing to be a Service Provider through the applicable vesting date.]

If the Participant ceases to be a Service Provider for any or no reason before he or she fully vests in these

RSUs, the unvested RSUs will terminate according to the terms of Section 5 of this Agreement.

The Participant’s signature below (or Participant’s electronic signature or other electronic acknowledgement

or acceptance of this Agreement or Award) indicates that:

(i)He or she agrees that this Restricted Stock Unit award is granted under and governed by

the

-2-

terms and conditions of the Plan and this Agreement, including their exhibits and appendices.

(ii)He or she understands that the Company is not providing any tax, legal, or financial advice

and is not making any recommendations regarding his or her participation in the Plan or his or her acquisition or

sale of Shares.

(iii)He or she has reviewed the Plan and this Agreement, has had an opportunity to obtain the

advice of personal tax, legal, and financial advisors prior to signing this Agreement, and fully understands all

provisions of the Plan and Agreement. He or she will consult with his or her own personal tax, legal, and financial

advisors before taking any action related to the Plan.

(iv)He or she has read and agrees to each provision of Sections 9, 10 and 11 of this

Agreement.

(v)He or she will notify the Company of any change to the contact address below.

(vi)He or she acknowledges and agrees that unless otherwise required to comply with

Applicable Laws, these RSUs will be subject to recoupment under any clawback policy that the Company adopts

pursuant to Section 17(d) of the Plan.

(vii)He or she acknowledges and agrees that, unless the Administrator provides otherwise, if

the Participant fails to execute this Agreement prior to the date that any portion of this Award would vest pursuant

to the Vesting Schedule set forth above (such date, the “First Vesting Date”), this Award will be forfeited by

Participant in its entirety for no consideration (and the Shares underlying this Award will return to the Plan) on the

First Vesting Date.

PARTICIPANT

__________________________________________

Signature

Address:  __________________________________

__________________________________

__________________________________

-3-

EXHIBIT A

TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD

1.Grant.  The Company grants the Participant an award of RSUs as described in the Notice of

Grant. If there is a conflict between the Plan, this Agreement, or any other agreement with the Participant

governing these RSUs, those documents will take precedence and prevail in the following order: (a) the Plan,

(b) the Agreement, and (c) any other agreement between the Company and the Participant governing these RSUs.

2.Company’s Obligation to Pay.  Each RSU is a right to receive a Share on the date it vests. Until an

RSU vests, the Participant has no right to payment of the Share. Before a vested RSU is paid, the RSU is an

unsecured obligation of the Company, payable (if at all) only from the Company’s general assets. A vested RSU

will be paid to the Participant (or in the event of his or her death, to his or her estate or such other person as specified

in Section 6 below) in whole Shares. Subject to the provisions of Section 4(b) and notwithstanding anything in the

Plan to the contrary, each vested RSU that has met all requirements for settlement under this Agreement will be

settled no later than the applicable Settlement Deadline. “Settlement Deadline” with respect to a particular vested

RSU means as soon as practicable after vesting (but no later than sixty (60) days following the vesting date (or, if

earlier, no later than March 15 of the calendar year following the calendar year in which occurs the first date on

which the applicable RSU is no longer subject to a substantial risk of forfeiture for purposes of Section 409A)). If

any RSU has not met all the requirements for settlement under this Agreement in a manner that would allow it to

be settled by the applicable Settlement Deadline, such RSU will be forfeited as of immediately following the

applicable Settlement Deadline. In no event will Participant be permitted, directly or indirectly, to specify the

taxable year or date of settlement of any RSUs under this Agreement. For the avoidance of doubt, there may be

multiple Settlement Deadlines, with each such Settlement Deadline corresponding to a particular RSU.

3.Vesting.  These RSUs will vest only under the Vesting Schedule in the Notice of Grant, Section 4

of this Agreement, or Section 14 of the Plan. RSUs scheduled to vest on a certain date or upon the occurrence of a

certain condition will not vest unless the Participant continues to be a Service Provider until the time such vesting is

scheduled to occur.

4.Acceleration; Amendment. 

(a)Discretionary Acceleration or Amendment.  The Administrator may, pursuant to its

authority under, and in accordance with, Section 4(b)(v), Section 4(b)(x), Section 4(b)(xiii) and Section 9(c) of

the Plan, in its discretion, unilaterally (x) accelerate, in whole or in part, the vesting of these RSUs, (y) waive or

decrease some or all of the requirements required for vesting of unvested RSUs at any time, or (z) waive or

decrease some or all of the requirements for settlement of RSUs at any time, in each case, subject to the terms of

the Plan but without the need for Participant consent in any instance, and subject to Section 13(j) of this

Agreement; provided, however, that no such acceleration, waiver or decrease shall occur or be effective unless

such modification would result in this RSU award remaining exempt or excepted from the requirements of Code

Section 409A pursuant to the “short-term deferral” exception or another exception or exemption under Code

Section 409A, or otherwise complying with Code Section 409A, in each case such that none of this

-4-

Agreement, the RSUs provided under this Agreement, or Shares issuable hereunder will be subject to the

additional tax imposed under Code Section 409A. If so modified, the vesting date with respect to the applicable

RSUs will be deemed for all purposes of this Agreement to be the date specified by the Administrator (provided,

that, for purposes of determining the applicable settlement deadline under Section 1 of this Agreement with respect

to such RSUs, the vesting date will be deemed to be no later than the first date on which the RSUs are no longer

subject to a substantial risk of forfeiture for purposes of Code Section 409A). The settlement of RSUs through

Shares pursuant to this Section 4(a) shall in all cases be no later than the applicable settlement deadline as set forth

in Section 1 of this Agreement and at a time or in a manner that is exempt from, or complies with, Code

Section 409A. The prior sentence may be superseded in a future agreement or amendment to this Agreement only

by direct and specific reference to such sentence.

(b)The Company’s intent is that this RSU award be exempt or excepted from the

requirements of Code Section 409A. However, in an abundance of caution, the Company is including in this

subsection, certain Code Section 409A rules that only apply if these RSUs are not exempt or excepted, and then only

in certain circumstances. Specifically, Code Section 409A contains rules that must apply to these RSUs if (a) they

are not exempt or excepted from Code Section 409A, (b) the Company has any stock that is publicly traded on an

established securities market or otherwise at the time Participant’s service terminates, (c) Participant receives

acceleration of vesting of these RSUs in connection with a termination of service, and (d) at the time of such

termination, Participant is considered a “specified employee” under the Code Section 409A rules. Should these

rules ever become applicable to Participant’s RSUs, then notwithstanding anything in the Plan, this Agreement or any

other agreement (whether entered into before, on or after the Grant Date) to the contrary, if the vesting of these

RSUs is accelerated in connection with Participant’s termination as a Service Provider (provided that such

termination is a “separation from service” within the meaning of Code Section 409A, as determined by the

Company), other than due to Participant’s death, and if (x) Participant is a U.S. taxpayer and a “specified

employee” within the meaning of Code Section 409A at the time of such termination as a Service Provider and

(y) the settlement of such accelerated RSUs will result in the imposition of additional tax under Code Section 409A

if such settlement is on or within the six (6) month period following Participant’s termination as a Service Provider,

then the settlement of such accelerated RSUs will not occur until the date six (6) months and one (1) day following

the date of Participant’s termination as a Service Provider, unless the Participant dies following his or her

termination as a Service Provider, in which case, the Shares subject to these RSUs will be settled and issued to the

Participant’s administrator or executor of his or her estate as soon as practicable following his or her death (subject

to Section 6).

5.Forfeiture upon Cessation of Status as a Service Provider.  Upon the Participant’s termination as a

Service Provider for any reason, these RSUs will immediately stop vesting and any of these RSUs that have not yet

vested will be forfeited by the Participant for no consideration upon the date that Participant ceases to be a Service

Provider for any reason, in all cases, subject to Applicable Laws. For the avoidance of doubt, service during any

portion of the vesting period shall not entitle the Participant to vest in a pro rata portion of unvested RSUs. For

purposes of the RSUs, the Participant’s status as a Service Provider will be considered to be terminated as of the

date the Participant is no longer providing services to the Company, or if different, the Participant’s employer (the

“Employer”) or the Subsidiary or Parent to which the Participant is providing services (the Employer, Subsidiary or

Parent, as applicable, the “Service Recipient”) or other member of the Company Group (regardless of the reason

for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction

-5-

where the Participant is a Service Provider or the terms of the Participant’s employment or service agreement, if

any), and unless otherwise expressly provided in this Agreement or determined by the Administrator, the

Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date and will not be extended

by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or

any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the

Participant is a Service Provider or the terms of the Participant’s employment or service agreement, if any). The

Administrator shall have the exclusive discretion to determine when the Participant is no longer providing services

for purposes of the RSUs (including whether the Participant may still be considered to be providing services while

on a leave of absence).

6.Death of Participant.  Any distribution or delivery to be made to the Participant under this

Agreement will, if he or she is then deceased, be made to the administrator or executor of his or her estate or, if the

Administrator permits, his or her designated beneficiary, unless otherwise required to comply with Applicable

Laws. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and

(b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or

regulations that apply to the transfer.

7.Tax Obligations.

(a)Tax Withholding.

(i)No Shares will be issued to the Participant until he or she makes satisfactory

arrangements (as determined by the Administrator) for the payment of Tax Withholdings. If the Participant is a

non-U.S. employee, the method of payment of Tax Withholdings may be restricted by any Appendix (as defined

below). If the Participant fails to make satisfactory arrangements for the payment of any Tax Withholdings under

this Agreement when any of these RSUs otherwise are supposed to vest or Tax Withholdings related to RSUs

otherwise are due, he or she will permanently forfeit the applicable RSUs and any right to receive Shares under

such RSUs, and such RSUs will be returned to the Company at no cost to the Company, to the extent permitted by

Applicable Laws.

(ii)The Company has the right (but not the obligation) to satisfy any Tax

Withholdings by withholding from proceeds of a sale of Shares acquired upon payment of these RSUs arranged by

the Company (on the Participant’s behalf pursuant to this authorization without further consent).

(iii)The Company also has the right (but not the obligation) to satisfy any Tax

Withholdings: (a) by reducing the number of Shares otherwise deliverable to the Participant, and this will be the

method by which such tax withholding obligations are satisfied until the Company determines otherwise, subject to

Applicable Laws; (b) by requiring payment by cash or check made payable to the Company and/or any Service

Recipient with respect to which the withholding obligation arises; (c) by deduction of such amount from salary,

wages or other compensation payable to the Participant; or (d) in any combination of the foregoing, or any other

method determined by the Administrator to be compliance with Applicable Laws.

-6-

(iv)The Company may withhold or account for Tax Withholdings by considering

statutory or other withholding rates, including minimum or maximum rates applicable in the Participant’s

jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount

in cash (with no entitlement to the equivalent in Common Stock), or if not refunded, the Participant may seek a

refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any

additional Tax Withholdings directly to the applicable tax authority or to the Company and/or the Employer(s). If

the obligation for Tax Withholdings is satisfied by withholding in Shares, for tax purposes, the Participant will be

deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of

the Shares is held back solely for the purpose of paying the Tax Withholdings.

(v)Further, if the Participant is subject to taxation in more than one jurisdiction

between the Grant Date and the date of any relevant taxable or tax withholding event, the Company or the

Employer(s) or former Employer(s) may withhold or account for tax in more than one jurisdiction.

(vi)Regardless of any action of the Company or the Employer(s), the Participant

acknowledges that the ultimate liability for all Tax Withholdings and any and all additional taxes related to the

Award, the Shares or other amounts or property delivered under the Award and the Participant’s participation in the

Plan is and remains his or her responsibility and may exceed the amount actually withheld by the Company or the

Employer(s). The Participant further acknowledges that the Company and the Employer(s) (1) make no

representations or undertakings regarding the treatment of any Tax Withholdings in connection with any aspect of

these RSUs and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of

these RSUs to reduce or eliminate his or her liability for Tax Withholdings or achieve any particular tax result.

(b)Code Section 409A.  It is the intent of this Agreement that it and all issuances and

benefits to U.S. taxpayers hereunder be exempt or excepted from the requirements of Code Section 409A pursuant

to the “short-term deferral” exception under Code Section 409A, or otherwise be exempted or excepted from, or

comply with, Code Section 409A, so that none of this Agreement, the RSUs provided under this Agreement, or

Shares issuable thereunder will be subject to the additional tax imposed under Code Section 409A, and any

ambiguities or ambiguous terms herein will be interpreted to be so exempt or excepted, or to so comply. Each

issuance upon settlement of the RSUs under this Agreement is intended to constitute a separate payment for purposes

of Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group have any

liability or obligation to reimburse, indemnify, or hold harmless Participant for any taxes that may be imposed, or

other costs incurred, on Participant as a result of Code Section 409A.

8.Rights as Stockholder.  The Participant’s or any other person’s rights as a stockholder of the

Company (including the right to vote and to receive dividends and distributions) will not begin until Shares have

been issued and recorded on the records of the Company or its transfer agents or registrars.

9.Acknowledgements and Agreements.  The Participant’s signature on the Notice of Grant

accepting these RSUs indicates that:

-7-

(a)HE OR SHE ACKNOWLEDGES AND AGREES THAT THE VESTING OF THESE

RSUS IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AND THAT BEING HIRED OR

BEING GRANTED THESE RSUS WILL NOT RESULT IN VESTING.

(b)HE OR SHE FURTHER ACKNOWLEDGES AND AGREES THAT THESE RSUS

AND THIS AGREEMENT DO NOT CREATE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED

ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL

AND WILL NOT INTERFERE IN ANY WAY WITH HIS OR HER RIGHT OR THE RIGHT OF THE

EMPLOYER(S) TO TERMINATE HIS OR HER RELATIONSHIP AS A SERVICE PROVIDER AT ANY

TIME, WITH OR WITHOUT CAUSE, SUBJECT TO APPLICABLE LAWS.

(c)The Participant agrees that this Agreement and its incorporated documents reflect all

agreements on its subject matters and that he or she is not accepting this Agreement based on any promises,

representations, or inducements other than those reflected in the Agreement.

(d)The Participant agrees that the Company’s delivery of any documents related to the Plan or

these RSUs (including the Plan, the Agreement, the Plan’s prospectus, and any reports of the Company provided

generally to the Company’s stockholders) to him or her may be made by electronic delivery, which may include but

does not necessarily include the delivery of a link to a Company intranet or to the Internet site of a third party

involved in administering the Plan, the delivery of the document via email, or any other means of electronic

delivery specified by the Company. If the attempted electronic delivery of such documents fails, the Participant

will be provided with a paper copy of the documents. The Participant acknowledges that he or she may receive

from the Company a paper copy of any documents that were delivered electronically at no cost to him or her by

contacting the Company by telephone or in writing. The Participant may revoke his or her consent to the electronic

delivery of documents or may change the electronic mail address to which such documents are to be delivered (if

the Participant has provided an electronic mail address) at any time by notifying the Company of such revoked

consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant

understands that he or she is not required to consent to electronic delivery of documents.

(e)The Participant may deliver any documents related to the Plan or these RSUs to the

Company by e-mail or any other means of electronic delivery approved by the Administrator, but he or she must

provide the Company or any designated third party administrator with a paper copy of any documents if his or her

attempted electronic delivery of such documents fails.

(f)The Participant accepts that all good faith decisions or interpretations of the

Administrator regarding the Plan and Awards under the Plan are binding, conclusive, and final. No member of the

Administrator will be personally liable for any such decisions or interpretations.

(g)The Participant agrees that the Plan is established voluntarily by the Company, is

discretionary in nature, and may be amended, suspended, or terminated by the Company at any time, to the extent

permitted by the Plan.

(h)The Participant agrees that the grant of these RSUs is exceptional, voluntary and

occasional and does not create any contractual or other right to receive future grants of restricted stock

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units or benefits in lieu of restricted stock units, even if restricted stock units have been granted in the past.

(i)The Participant agrees that any decisions regarding future Awards will be in the

Company’s sole discretion.

(j)The Participant agrees that he or she is voluntarily participating in the Plan.

(k)The Participant agrees that these RSUs and any Shares acquired under these RSUs, and

the income from and value of same, are not intended to replace any pension rights or compensation.

(l)The Participant agrees that these RSUs, any Shares acquired under these RSUs, and the

income from and value of same, are not part of normal or expected compensation for any purpose, including, but

not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments,

bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits, or similar payments.

(m)The Participant agrees that the future value of the Shares underlying these RSUs is

unknown, indeterminable, and cannot be predicted with certainty.

(n)The Participant agrees that no member of the Company Group is liable for any foreign

exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the

value of these RSUs or of any amounts due to him or her from the payment of these RSUs or the subsequent sale of

any Shares acquired upon such payment.

(o)Unless otherwise provided in the Plan or by the Administrator in its discretion, the RSUs

and the benefits evidenced in this Agreement do not create any entitlement to have the RSUs or any such benefits

transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection

with any corporate transaction affecting the Shares.

(p)The Participant agrees that he or she has no claim or entitlement to compensation or

damages from any forfeiture of these RSUs resulting from the termination of his or her status as a Service Provider

(for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the

jurisdiction where he or she is a Service Provider or the terms of his or her service agreement, if any).

10.Data Privacy.

(a)The Participant voluntarily consents to the collection, use and transfer, in electronic or

other form, of his or her personal data as described in this Agreement and any other Award materials (“Data”) by

and among, as applicable, the Employer(s), the Company and any member of the Company Group for the exclusive

purpose of implementing, administering, and managing his or her participation in the Plan.

(b)The Participant understands that the Company and the Employer(s) may hold certain

personal information about him or her, including, but not limited to, his or her name, home address and telephone

number, date of birth, social insurance number or other identification number, salary,

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nationality, job title, any shares of stock or directorships held in the Company, details of all equity awards or any

other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the

exclusive purpose of implementing, administering, and managing the Plan.

(c)The Participant understands that Data will be transferred to one or more stock plan service

provider(s) selected by the Company, which may assist the Company with the implementation, administration, and

management of the Plan. The Participant understands that the recipients of the Data may be located in the United

States or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws

and protections than his or her country. The Participant understands that if he or she resides outside the United

States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting

his or her local human resources representative. The Participant authorizes the Company and any other possible

recipients that may assist the Company (presently or in the future) with implementing, administering and managing

the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of

implementing, administering and managing his or her participation in the Plan.

(d)The Participant understands that Data will be held only as long as is necessary to

implement, administer and manage his or her participation in the Plan. The Participant understands that if he or

she resides in certain jurisdictions outside the United States, to the extent required by Applicable Laws, he or she

may, at any time, request access to Data, request additional information about the storage and processing of Data,

require any necessary amendments to Data or refuse or withdraw the consents given by accepting these RSUs, in

any case without cost, by contacting in writing his or her local human resources representative. Further, the

Participant understands that he or she is providing these consents on a purely voluntary basis. If the Participant

does not consent or if he or she later seeks to revoke his or her consent, his or her engagement as a Service

Provider with the Employer(s) will not be adversely affected; the only consequence of refusing or withdrawing his

or her consent is that the Company will not be able to grant him or her awards under the Plan or administer or

maintain awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may

affect his or her ability to participate in the Plan (including the right to retain these RSUs). The Participant

understands that he or she may contact his or her local human resources representative for more information on

the consequences of his or her refusal to consent or withdrawal of consent.

11.Insider Trading Restrictions/Market Abuse Laws.  The Participant acknowledges that he or she

may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions including, but not

limited to, the United States and the Participant’s country of residence, which may affect the Participant’s ability to

acquire or sell Shares or rights to Shares (e.g., RSUs) under the Plan during such time as the Participant is

considered to have “inside information” regarding the Company (as defined by the laws in the applicable

jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the

Participant placed before the Participant possessed inside information. Furthermore, the Participant could be

prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing

them otherwise to buy or sell securities. The Participant should keep in mind third parties includes fellow

employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions

that may be imposed under any applicable insider trading policy of the Company. The Participant is responsible for

ensuring compliance with any applicable restrictions and should consult with his or her personal legal advisor on

this matter.

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12.Foreign Asset/Account Reporting Requirements.  Depending on the Participant’s country, the

Participant may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result

of the vesting of the RSUs, the acquisition, holding and/or transfer of Shares or cash resulting from participation in

the Plan and/or the opening and maintaining of a brokerage or bank account in connection with the Plan. The

Participant may be required to report such assets, accounts, account balances and values, and/or related transactions

to the applicable authorities in his or her country. The Participant may also be required to repatriate sale proceeds or

other funds received as a result of his or her participation in the Plan to his or her country through a designated

bank or broker and/or within a certain time after receipt. The Participant acknowledges that he or she is responsible

for ensuring compliance with any applicable foreign asset/account, exchange control and tax reporting and other

requirements. The Participant further understands that he or she should consult the Participant’s personal tax and

legal advisors, as applicable on these matters.

13.Miscellaneous.

(a)Address for Notices.  Any notice to be given to the Company under the terms of this

Agreement must be addressed to the Company at ImmunityBio, Inc., 3530 John Hopkins Court, San Diego,

California 92121, USA until the Company designates another address in writing.

(b)Non-Transferability of RSUs.  These RSUs may. not be transferred other than by will or

the applicable laws of descent or distribution.

(c)Binding Agreement.  If any RSUs are transferred, this Agreement will be binding upon

and inure to the benefit of the heirs, legatees, legal representatives, successors, and assigns of the parties to this

Agreement.

(d)Additional Conditions to Issuance of Stock.  In accordance with Section 20 of the Plan, if

at any time the Company determines, in its discretion, that the listing, registration, qualification or rule compliance

of the Shares upon any securities exchange or under any U.S. or non-U.S. federal, state or local law the tax Code and

related regulations or under the rulings or regulations of the United States Securities and Exchange Commission or

any other governmental regulatory body or the clearance, consent or approval of the United States Securities and

Exchange Commission or any other governmental regulatory authority is necessary or desirable as a condition to

the issuance of Shares to Participant hereunder, such issuance will not occur unless and until such listing,

registration, qualification, rule compliance, clearance, consent or approval will have been completed, effected or

obtained free of any conditions not acceptable to the Company. If any such listing, registration, qualification, rule

compliance, clearance, consent or approval has not been completed by the applicable Settlement Deadline with

respect to a Restricted Stock Unit in a manner that would allow it to be settled by the applicable Settlement

Deadline, such Restricted Stock Unit will be forfeited as of immediately following the Settlement Deadline for no

consideration and at no cost to the Company. Subject to the terms of this Agreement and the Plan, the Company

shall not be required to issue any certificate or certificates for Shares hereunder prior to the lapse of such

reasonable period of time following the date of vesting of a Restricted Stock Unit as the Administrator may

establish from time to time for reasons of administrative convenience and any such certificate may be in book entry

form.

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(e)Captions.  Captions provided in this Agreement are for convenience only and are not to

serve as a basis for interpretation or construction of this Agreement.

(f)Agreement Severable.  If any provision of this Agreement is held invalid or

unenforceable, that provision will be severed from the remaining provisions of this Agreement and the invalidity or

unenforceability will have no effect on the remainder of the Agreement.

(g)Non-U.S. Appendix.  These RSUs are subject to any special terms and conditions set

forth in any appendix to this Agreement for the Participant’s country (the “Appendix”). If the Participant relocates

to a country included in the Appendix, the special terms and conditions for that country will apply to him or her to

the extent the Company determines that applying such terms and conditions is necessary or advisable for legal or

administrative reasons.

(h)Imposition of Other Requirements.  The Company reserves the right to impose other

requirements on the Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan,

to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require

the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the

foregoing; provided, however, that no such imposition of other requirements shall occur or be effective unless such

imposition would result in these RSUs remaining exempt or excepted from the requirements of Code Section 409A

pursuant to the “short-term deferral” exception or another exception or exemption under Code Section 409A, or

otherwise complying with Code Section 409A, in each case such that none of this Agreement, the RSUs provided

under this Agreement, or Shares, cash or other property issuable hereunder will be subject to the additional tax

imposed under Code Section 409A.

(i)Choice of Law; Choice of Forum.  The Plan, this Agreement, these RSUs, and all

determinations made and actions taken under the Plan, to the extent not otherwise governed by the laws of the

United States, will be governed by the laws of the State of Delaware without giving effect to principles of conflicts

of law. For purposes of litigating any dispute that arises under the Plan, the Participant’s acceptance of these RSUs

is his or her consent to the jurisdiction of the State of Delaware and his or her agreement that any such litigation

will be conducted in the Delaware Court of Chancery or the federal courts for the United States for the District of

Delaware and no other courts, regardless of where he or she is performing services.

(j)Modifications to the Agreement.  The Plan and this Agreement constitute the entire

understanding of the parties on the subjects covered. The Participant expressly warrants that he or she is not

accepting this Agreement in reliance on any promises, representations, or inducements other than those contained

herein. Other than as specified in Section 19(d) of the Plan, modifications to this Agreement or the Plan can be

made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding

anything in the Plan or this Agreement to the contrary, but subject to Section 13(h), the Administrator may, without

the consent of the Participant, modify this Agreement in any of the following manners: (a) take any action

permitted by Section 4 of this Agreement, including to waive or decrease, in whole or in part , some or all of the

requirements required for vesting of all or a portion of the unvested RSUs; or (b) waive or decrease some or all of

the requirements for settlement of RSUs. The Company reserves the right to revise this Agreement as it deems

necessary or advisable, in its sole

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discretion and without the consent of the Participant, to comply with Code Section 409A, to otherwise avoid

imposition of any additional tax or income recognition under Code Section 409A in connection with these RSUs, or

to comply with other Applicable Laws.

(k)Waiver.  The Participant acknowledges that a waiver by the Company of a breach of any

provision of this Agreement will not operate or be construed as a waiver of any other provision of this Agreement

or of any subsequent breach of this Agreement by him or her.

(l)Language.  The Participant acknowledges that the Participant is sufficiently proficient in

English, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Participant to

understand the terms of this Agreement. If Participant has received this Agreement, or any other document related

to these RSUs and/or the Plan translated into a language other than English and if the meaning of the translated

version is different than the English version, the English version will control.

EXHIBIT B

APPENDIX TO RESTRICTED STOCK UNIT AGREEMENT

Terms and Conditions

This Appendix to Restricted Stock Unit Agreement (the “Appendix”) includes additional terms and

conditions that govern these RSUs granted to the Participant under the Plan if he or she resides and/or works in one

of the countries listed below on the Grant Date or he or she moves to one of the listed countries. Unless otherwise

defined herein, capitalized terms used but not defined herein shall have the same meanings as set forth in the Plan

and the Agreement.

If the Participant is a citizen or resident of a country (or if the Participant is considered as such for local

law purposes) other than the one in which the Participant is currently residing and/or working, or if the Participant

transfers to another country after being granted the RSUs, the Company will, in its discretion, determine the extent

to which the terms and conditions contained herein will be applicable to the Participant.

Notifications

This Appendix may also include information regarding securities laws, exchange controls and certain other

issues of which the Participant should be aware with respect to participation in the Plan. The information is based

on the securities, exchange control, and other Applicable Laws in effect in the respective countries as of

[DATE] 2025. Such laws are often complex and change frequently. As a result, the Company strongly recommends

that the Participant not rely on the information in this Appendix as the only source of information relating to the

consequences of participation in the Plan because the information may be out of date at the time the Participant

vests in or sells the Shares acquired under the Plan.

In addition, the information contained in this Appendix is general in nature and may not apply to the

Participant’s particular situation, and the Company is not in a position to assure him or her of a particular result.

The Participant is advised to seek appropriate professional advice as to how the relevant laws in his or her country

may apply to his or her situation.

Finally, if the Participant is a citizen or resident of a country other than the one in which he or she is

currently residing and/or working, transfers employment after these RSUs are granted, or is considered a resident of

another country for local law purposes, the information in this Appendix may not apply to him or her, and the

Administrator will determine to what extent the terms and conditions in this Appendix apply.

Countries

[Insert]