Immunovia : Term sheet – Stock Option Program for Directors

Issuer

Program type

Program size

Participants and categories

Awards per participant

Consideration for options

Allocation timing

Vesting period and option agreement

Exercise period

Strike price

Other terms

Tax effects

• Immunovia AB (the "Company")
• Stock option program for board members of the Company to receive Non-Qualified Stock Options ("NQSOs") to purchase shares of the Company's Common Stock.
• Suggested program only covers mandate period up until the annual general meeting 2024 and plan is to communicate that this program will be part of a series of programs, where the next program will be proposed for the annual general meeting 2024 and relate to the mandate period up until the annual general meeting 2025.
• Maximum 483.616 shares will be available to directors of the Company. Assuming a 6-member board, each director will have available options for 69.088 shares and chair of the board for 138.176 shares.1
• Directors of the Company (both US based and non-US based), which will include both existing directors as well as any new directors to be appointed at the upcoming extraordinary general meeting.
• Maximum 69.088 options per participant for Directors and 138.176 for chair of the board.
• No cash; Inducement to accept board appointment. Stock options should be seen as part of the overall board compensation package (i.e. in addition to any cash fees for ordinary work during a mandate period as well as for any committee work).
• Immediate for current directors subject to approval by the extraordinary general meeting up until the Company's AGM 2024.
• Vesting period from allocation up to the Company's AGM 2024.
• Participants must enter into option agreements with the Company.
• Vested options will be exercisable during exercise period (see below).
• Non-vestedoptions will lapse upon termination of service.
• Good/bad leaver provisions in case assignment is terminated prior to end of vesting period.
• From the commencement of vesting (i.e., as early as approximately 6 months after respective allocation) up until the 10-year anniversary of the option grant.
• Fair Market Value of Common Stock, calculated as 100 percent of volume weighted average share price (VWAP) on Nasdaq Stockholm during five (5) trading days before respective allocation to participants.
• Customary recalculation methods if changes in share capital structure, such as a bonus issue, merger, rights issue, share split or reverse share split, reduction of the share capital or similar measures.
• In the event of a public tender offer, merger, acquisition or other similar transaction which results in a shareholder (alone or together with closely-related parties) reaching a shareholding in Immunovia of in total at least 30 percent of the votes, the options will vest immediately and in their entirety in case the assignment as board member is terminated prior to the annual general meeting 2024, provided that the board member is willing to continue the assignment during this period.
• Difference between option exercise price and fair market value of underlying shares upon exercise is typically taxed as ordinary income for participants.
• Increase in value of stock when ultimately sold is typically treated as capital gain.
• To be assessed to what extent (and for what jurisdictions) the Company is obliged to pay social

security costs on any ordinary income.

Note that Swedish taxation may be triggered for work actually carried out in Sweden.