EMPLOYEE STOCK OPTION ISSUER AND HOLDER

Spotify Technology S.A., a Luxembourg société anonyme, with registered address at 42- 44, avenue de la Gare, L-1610 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 123.052 (the “Company”).

Employee of the Company or of any affiliate, subsidiary or other company controlled by the Company (collectively, the “Group,” each individually, a “Group Company”) who has received an individual notice of grant (the “Holder”).

BACKGROUND

The Company’s board of directors (the “Board”) considers the existence of efficient share-related incentive programs for employees of the Group to be of material importance for the development of the Group. By connecting employees’ economic interests to the Group’s results and value trend, a long-term increase in value is promoted. Accordingly, the interests of participating employees and shareholders will coincide.

The foregoing notwithstanding, this employee stock option program 2020/2025 (the “Employee Stock Option Program”) shall not form part of the Holders’ overall compensation and benefits under their contracts of employment with a Group Company, and, for the avoidance of doubt, shall not entitle any Holder to any pension or other similar benefits. In addition, the existence of a contract of employment between a Holder and a Group Company shall not give the Holder any right or expectation to be granted Employee Stock Options at any time under the Employee Stock Option Program or otherwise. Moreover, the granting of an Employee Stock Option shall not give the Holder any right or expectation to be granted additional Employee Stock Options at any time under the Employee Stock Option Program or otherwise.

OPTION; SHARES AVAILABLE

Subject to the terms and conditions set out herein, the Holder is entitled to delivery of one share in the Company (a “Share”) per employee stock option (an “Employee Stock Option”) at the exercise price communicated to the Holder (the “Exercise Price”). The Exercise Price may be re-calculated under certain circumstances pursuant to clause 8. Subject to the provisions of clauses 8 and 9.3.3, the maximum aggregate number of Shares that may be subject to Employee Stock Options under the Pool is 9,400,000 Shares.

“Pool” means the Shares granted under the Employee Stock Option Program, the Terms and Conditions Governing Stock Options for Consultants 2020/2025 in Spotify Technology S.A., the Terms and Conditions Governing Employee Restricted Stock Units 2020/2025 in Spotify Technology S.A. and the Terms and Conditions Governing Restricted Stock Units for Consultants 2020/2025 in Spotify Technology S.A. (each, a “Pool Plan”).

IMPLEMENTATION AND GRANT

The Employee Stock Option Program shall be effective as per 1 January 2020 (the “Implementation Date”).

Employee Stock Options may be granted to Holders during the period as from and including 1 January 2020 up to and including 31 December 2020. The determination of the employees who will be granted Employee Stock Options, and the date or dates of grant of Employee Stock Options during such period (each, a “Date of Grant”), shall be determined by the Board in its sole discretion.

VESTING

General

Notwithstanding the aforesaid, the Board shall be entitled, in its sole discretion, to resolve that some or all unvested Employee Stock Options shall vest in advance.

Leave of absence

If the Holder goes on leave of absence, such Holder’s Employee Stock Options will not vest during the leave of absence, except as set forth below in this clause 5.2. The Employee Stock Options that do not vest during the leave of absence as a consequence of the Holder’s leave of absence shall lapse immediately, if not otherwise determined by the Board.

If the Holder is on leave of absence due to parental leave, sick leave, vacation leave or other paid time off, such Holder’s Employee Stock Options shall continue to vest on the original vesting schedule during the leave of absence. The same shall apply for any other leave of absence during which vesting on the original schedule must continue under applicable law.

If the Holder is on leave of absence due to any other reason (e.g. studying) than as set out in clause 5.2.2, or if the Holder otherwise reduces his/her contractual working hours for the employer after the Date of Grant of the Holder’s Employee Stock Options, but the Holder still works part-time for the employer, such Holder’s Employee Stock Options shall vest pro rata in relation to a full-time job. If the Holder’s contractual working hours prior to leave of absence or reduction of contractual working hours did not amount to a full-time job, such Holder’s Employee Stock Options shall vest pro rata in relation to the contractual working hours prior to such leave of absence or reduction of contractual working hours. The same shall apply for any other leave of absence during which pro rata vesting must continue under applicable law. For the purpose of this clause 5.2.3, a full-time job shall correspond to the number of working hours per week set out in the Holder’s employment agreement as the standard for a full-time job.

Termination of employment

If (i) the Holder resigns, or (ii) the employer terminates the employment of the Holder with the Group (for whatever reason), or (iii) the Holder retires pursuant to the terms of his/her employment contract or regulatory requirements, all unvested Employee Stock Options shall cease vesting as of the date of termination of employment and shall immediately lapse.

If (i) the Holder resigns, or (ii) the employer terminates the employment of the Holder with the Group, or (iii) the Holder is exempt from work in connection with an anticipated termination of employment, or (iv) the Holder retires pursuant to the terms of his/her employment contract or regulatory requirements, termination of employment for purposes of the Employee Stock Options shall be deemed to occur immediately after the end of the last day of employment, taking into account any notice period (but, for the avoidance of doubt, not including any further period over which any severance payment or consideration for non-compete restriction or similar is paid out). Notwithstanding the foregoing, the Board shall be entitled, in its sole discretion, to resolve that termination of employment shall be deemed to occur at a later point in time.

If a Holder changes the entity for which he or she is employed, but remains employed by the Group, such change will not be deemed a termination of employment for purposes of his/her Employee Stock Options, provided that there is no other interruption or termination of the Holder’s employment, unless the Board, in its sole discretion, determines that the entity to which the Holder transfers is not a qualified affiliate of the Group. If a Holder changes the capacity in which he/she provides service to the Group from an employee to an independent contractor or consultant, such change will be deemed a termination of employment for purposes of his/her Employee Stock Options.

If the Holder, when he/she commences his/her employment with the Group, is subject to a probationary or trial employment and, at the end of such probationary or trial employment, the employment with the Group is terminated (for whatever reason), all vested and unvested Employee Stock Options shall lapse on the date of termination of employment, meaning, for the avoidance of doubt, that the Holder will not be entitled to exercise any Employee Stock Options.

EXERCISE

General

The Holder is entitled to exercise his/her rights under the Employee Stock Options to the extent the Employee Stock Options have vested pursuant to these terms and conditions by requesting exercise at any time up to and including the fifth anniversary of the Date of Grant in the manner set forth below (“Exercise”), provided such Employee Stock Options have not previously lapsed.

In the event the Holder has not requested Exercise on or before the fifth anniversary of the Date of Grant (such date, or an earlier date set for the expiration of the term of the Employee Stock Options as provided for in clause 9, the “Expiration Date”), all rights under the Employee Stock Options shall lapse.

Exercise may only be requested through an electronic platform and with no paper documentation to be executed by the Holder. To this effect, the Holder will receive an individual username and an individual password from the Company, giving her/him access to a personal account on the electronic platform. Once the Holder will have logged-in and accepted the terms and conditions of the Employee Stock Option Program applicable to her/him, she/he will have the possibility (i) to place requests on the said electronic platform in order to exercise some or all of her/his vested Employee Stock Options (the “Exercise Request”) and (ii) carry out any actions required to settle the Holder’s Payment Obligations (as defined in clause 7.1).

The Exercise Request placed by the Holder must be placed not later than on the Expiration Date and state the number of Employee Stock Options that the Holder wishes to Exercise. An Exercise Request is binding and irrevocable.

If the Holder’s Employee Stock Options at Exercise entitle the Holder to subscribe for a number of Shares which is not an integer, the number of Shares to which the entitlement relates shall be rounded down to the nearest integer.

Exercise may not take place in the event the Company is declared bankrupt. However, Exercise may take place in the event the bankruptcy order is subsequently overturned on appeal.

The Expiration Date and the periods during which Exercise can take place may be amended pursuant to this clause 6, clause 9, or by other express action of the Board as provided for in these terms and conditions.

Termination of employment

If the Holder resigns, the employer terminates the employment of the Holder with the Group or the Holder is exempt from work in connection with an anticipated termination of employment, in any such case other than as a result of death or a physical disability and other than as a result of (i) the Holder’s wilful failure to perform, or serious negligence or misconduct in the performance of his/her duties and responsibilities as an employee; or (ii) any breach by the Holder of any material provision of these terms and conditions, and/or any breach of any material provision of his/her employment agreement; or (iii) the Holder’s violation of any material policy of any Group Company or any other material external (e.g., professional) standards or codes of conduct to which the Holder may be subject; or (iv) the Holder’s breach of any fiduciary duty or duty of loyalty owed to any Group Company or the Holder’s commission of fraud, embezzlement, theft or other act of dishonesty with respect to any Group Company; or (v) the Holder’s commission of, or plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude or affecting any Group Company; or (vi) any act or failure to act by the Holder that the Holder knows or reasonably should know is likely to be materially injurious to the business or reputation of the Group or any Group Company; or (vii) any other circumstance constituting just cause for dismissal due to personal grounds (Sw. saklig grund för uppsägning på grund av personliga skäl) under Swedish law or similar circumstances under other applicable law (each of (i) through (vii) a “Cause”), or if the Holder retires pursuant to the terms of his/her employment contract or regulatory requirements, the new Expiration Date shall be the 90th calendar day following the termination of employment (as determined pursuant to clause 5.3.2) or such later dates as determined by the Company (but in no event later than the fifth anniversary of the Date of Grant or such date as follows pursuant to clause 9).

In the event that the Holder’s termination of employment occurs due to death or physical disability, the new Expiration Date shall be the 194th calendar day following such event or such later dates as determined by the Company (but in no event later than the fifth anniversary of the Date of Grant or such date as follows pursuant to clause 9). The Holder (or, in the event of the Holder’s death, the Holder’s estate (Sw. dödsbo)) shall up to and including the new Expiration Date be entitled to Exercise any Employee Stock Options, which have vested in accordance with these terms and conditions as of such event. Following the new Expiration Date, the Holder (or, in the event of the Holder’s death, the Holder’s estate) shall have no rights pursuant to the Employee Stock Options and all rights under the Employee Stock Options which have not been subject to Exercise shall lapse. In the event of the Holder’s death, the rights and obligations in accordance with these terms and conditions shall be binding upon and inure to the Holder’s estate.

Notwithstanding the foregoing, should the Holder’s employment be terminated for Cause, all the Holder’s Employee Stock Options shall immediately lapse and may not be subject to Exercise.

PAYMENT AND DELIVERY OF SHARES

Payment of the Exercise Price and, to the extent applicable, (i) any Withholding Obligation (as defined in clause 13.1 below) and (ii) Holder’s Tax Liability (as defined in clause 13.2 below), in each case as and to the extent the Board requires in its sole discretion (Holder’s obligation to pay the Exercise Price jointly with any such Withholding Obligation or Holder’s Tax Liability that the Board requires to be so settled, the “Holder’s Payment Obligations”) shall, unless the Board determines otherwise, be satisfied by a “cash settlement” arrangement pursuant to which the Holder’s Payment Obligations shall be satisfied with money that shall have been paid by the Holder to the Holder’s personal account on the electronic platform (“Cash Settlement”).

To the extent the Board determines that Cash Settlement will not be used to satisfy a Holder’s Payment Obligations, the Board may require the Holder to satisfy such Holder’s Payment Obligations by any other method or combination of methods determined in the Board’s sole discretion, including, without limitation, by

If the Company receives a valid Exercise Request and all actions required by the Holder to settle the Holder’s Payment Obligation have been completed, the Company shall deliver Shares to the Holder within 10 days on which banks are open for business generally (and not for internet banking only) in Luxembourg and the U.S (a “Business Day”) (less any Shares reduced or sold pursuant to this clause 7).

As a condition to the exercise of an Employee Stock Option, the Holder shall make such arrangements as the Board may require for the satisfaction of any Holder’s Payment Obligations that may arise in relation to the Employee Stock Options.

RE-CALCULATION OF EXERCISE PRICE ETC.

AMENDMENT OF VESTING SCHEDULE AND EXPIRATION DATE ETC.

Change in Control

In the event of a Change in Control the Board may, in its sole discretion, decide to (i) set a period during which the Holder may request Exercise (an “Exercise Period”) and, if determined by the Board, a new Expiration Date, in accordance with the provisions of clause 9.1.2, (ii) have these terms and conditions continue following the Change in Control in accordance with the provisions of clause 9.1.3, (iii) allow a grant of substantially equivalent rights (i.e., among other things, that preserves the intrinsic value and vesting schedule of the Employee Stock Options) to acquire securities in a new company as the Holder had in the Company immediately before the Change in Control in accordance with the provisions of clause 9.1.4, or (iv) allow an amendment of the terms and conditions to the effect that, following the Change in Control, a new company assumes the Company’s rights and obligations hereunder in accordance with the provisions of clause 9.1.5.

“Change in Control” shall mean and include each of the following:

“Incumbent Directors’ shall mean for any period of 12 consecutive months, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in clause 9.1.1.1(i) or 9.1.1.1(iii)) whose election or nomination for election to the Board was approved by a vote of at least a majority (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director without objection to such nomination) of the directors then still in office who either were directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved. No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Director.

If the Board decides to set an Exercise Period, the Board shall notify the Holder in connection with the Change in Control of the Exercise Period and, if the Board so decides, the new Expiration Date. 50 per cent of the Holder’s unvested Employee Stock Options shall vest as of the date of the Board’s notice or on any other date set out in the Board’s notice. The notice will set forth the Exercise Period, which shall, to the extent possible taking into account the circumstances and process related to the Change in Control, give the Holder reasonable time to decide whether to Exercise any vested Employee Stock Options. The Holder shall during the Exercise Period be entitled to Exercise any Employee Stock Options which have vested in accordance with these terms and conditions. The Board shall be entitled, in its sole discretion, to decide whether to adopt a new Expiration Date so that, at the conclusion of such Exercise Period, any unvested Employee Stock Options shall lapse, or whether unvested Employee Stock Options will continue to vest. If the Board decides that any unvested Employee Stock Options shall continue to vest, only 3/96 part of the Holder’s Employee Stock Options shall vest at the first cliff vesting occasion set out in clause 5.1.1(a), if the Board’s notice is given prior to such date, and only 1/96 part of the Holder’s Employee Stock Options shall vest on each subsequent regularly scheduled vesting occasion as set out in clause 5.1.1(b). The Board shall also be entitled, in its sole discretion, to decide whether any vested Employee Stock Options which have not been subject to Exercise during an Exercise Period shall be subject to a new Expiration Date and therefore lapse, or whether the vested Employee Stock Options will be exercisable following the expiration of an Exercise Period. If the Board decides to establish a new Expiration Date so that any unvested, and/or any vested but unexercised, Employee Stock Options shall lapse, the Holder shall have no further rights pursuant to the Employee Stock Options.

If the Board decides to have these terms and conditions continue following the effective date of the Change in Control, the vesting schedule and the Expiration Date, as set forth in clause 5 and 6 respectively, shall remain unaffected by the Change in Control.

If the Board decides to allow a grant of substantially equivalent rights to acquire securities in a new company as the Holder had in the Company immediately before the Change in Control, all vested and unvested Employee Stock Options shall lapse as of the closing of the Change in Control and, subject to the grant of such substantially equivalent rights, the Holder shall have no further rights pursuant to the Employee Stock Options after the closing of the Change in Control.

If the Board decides to allow an amendment of the terms and conditions to the effect that, following the Change in Control, a new company assumes the Company’s rights and obligations hereunder, the Holder’s right to subscribe for Shares in accordance with clause 3 shall relate to shares in such new company.

If the Group, or any successor thereto, in connection with or within a period of 6 months following the closing of a Change in Control, terminates the employment of the Holder, other than for Cause, and if any Employee Stock Options are subject to continued vesting after the Change in Control in accordance with this clause 9.1, all of the Holder’s unvested Employee Stock Options shall vest as of the date of his or her termination of employment.

Merger and de-merger

Share for share exchange etc.

If the Company’s shareholders perform a share for share exchange for the purpose of creating a new holding company to the Company, or if a new company otherwise replaces the Company as the holding company in the Group, and such transaction is not a Change in Control, the Board shall use reasonable efforts to either: (a) ensure that the Holder receives substantially equivalent rights to acquire securities in the new holding company as the Holder had in the Company immediately before such transaction, provided that the Holder in writing waives any rights under the Employee Stock Options, which shall lapse as a consequence thereof; or (b) amend these terms and conditions to the effect that the new holding company assumes the Company’s rights and obligations hereunder and that the Holder’s right to subscribe for Shares in accordance with clause 3 shall relate to shares in the new holding company.

In the event of a transaction as described in clause 9.3.1, the Holder shall always be obliged upon the Board’s request to, in case of (a) in clause 9.3.1, waive any rights under the Employee Stock Options provided that the Holder receives substantially equivalent rights in the new holding company as the Holder had in the Company immediately before such transaction or, in case of (b) in clause 9.3.1, approve any such amendment to these terms and conditions. No waiver shall be requested or required, and the Company may act unilaterally in accordance with this clause 9.3.2, provided that the Employee Stock Options preserve the material terms and conditions of the underlying rights, including the vesting schedule and the intrinsic value of the Employee Stock Option as of immediately prior to such transaction.

If the Company effects a change of the classes of outstanding Company securities, the Board shall, appropriately and proportionately adjust the class of securities subject to the Employee Stock Options. The Board will make such adjustments, and its determination will be final, binding and conclusive.

DATA PROTECTION

MISCELLANEOUS

The Employee Stock Options may not be transferred, otherwise disposed, pledged, borrowed against or used as any form of security.

TERM AND TERMINATION

TERMS AND CONDITIONS GOVERNING EMPLOYEE RESTRICTED STOCK UNITS 2020/2025 IN SPOTIFY TECHNOLOGY S.A.

RESTRICTED STOCK UNIT ISSUER AND HOLDER

Spotify Technology S.A., a Luxembourg société anonyme, with registered address at 42- 44, avenue de la Gare, L-1610 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 123.052 (the “Company”).

Employee of the Company or of any affiliate, subsidiary or other company controlled by the Company (collectively, the “Group,” each individually, a “Group Company”) who has received an individual notice of grant (the “Holder”).

BACKGROUND

The Company’s board of directors (the “Board”) considers the existence of efficient share-related incentive programs for employees of the Group to be of material importance for the development of the Group. By connecting employees’ economic interests to the Group’s results and value trend, a long-term increase in value is promoted. Accordingly, the interests of participating employees and shareholders will coincide.

The foregoing notwithstanding, this restricted stock unit program (the “Restricted Stock Unit Program”) shall not form part of the Holders’ overall compensation and benefits under their contracts of employment with a Group Company, and if applicable, for the avoidance of doubt, shall not entitle any Holder to any pension or other similar benefits. In addition, the existence of a contract of employment between a Holder and a Group Company shall not give the Holder any right or expectation to be granted Restricted Stock Units at any time under the Restricted Stock Unit Program or otherwise. Moreover, the granting of a Restricted Stock Unit shall not give the Holder any right or expectation to be granted additional Restricted Stock Units at any time under the Restricted Stock Unit Program or otherwise.

RESTRICTED STOCK UNIT; SHARES AVAILABLE

Subject to the terms and conditions set out herein, the Holder is entitled to delivery of one share in the Company (a “Share”) per restricted stock unit (a “Restricted Stock Unit”). Subject to the provisions of clauses 7.1.6 and 7.2.3, the maximum aggregate number of Shares that may be subject to Restricted Stock Units under the Pool is 9,400,000 Shares.

“Pool” means the Shares granted under the Restricted Stock Unit Program, the Terms and Conditions Governing Restricted Stock Units for Consultants 2020/2025 in Spotify Technology S.A., the Terms and Conditions Governing Employee Stock Options 2020/2025 in Spotify Technology S.A. and the Terms and Conditions Governing Stock Options for Consultants 2020/2025 in Spotify Technology, S.A (each, a “Pool Plan”).

IMPLEMENTATION AND GRANT

The Restricted Stock Unit Program shall be effective as per January 1, 2020 (the “Implementation Date”).

Restricted Stock Units may be granted to the Holder during the period as from and including January 1, 2020 up to and including December 31, 2020. The determination of the employees who will be granted Restricted Stock Units, and the date or dates of grants of Restricted Stock Units during such period (each, a “Date of Grant”), shall be determined by the Board in its sole discretion.

EMPLOYEE VESTING

Employee vesting general

Subject to continued employment with the Group, vesting of the Restricted Stock Units shall occur on the same date in each relevant calendar month as the Date of Grant in accordance with the following:

Notwithstanding the aforesaid, the Board shall be entitled, in its sole discretion, to grant Restricted Stock Units that are subject to a different vesting schedule.

Employee leave of absence

If the Holder goes on leave of absence, such Holder’s Restricted Stock Units will not vest during the leave of absence, except as set forth below in this clause 5.2. The Restricted Stock Units that do not vest during the leave of absence as a consequence of the Holder’s leave of absence shall lapse immediately, if not otherwise determined by the Board.

If the Holder is on leave of absence due to parental leave (including maternity or paternity leave), sick leave, vacation leave or other paid time off or legally protected leave, such Holder’s Restricted Stock Units shall continue to vest on the original vesting schedule during the leave of absence. The same shall apply for any other leave of absence during which vesting on the original schedule must continue under applicable law.

If the Holder is on leave of absence due to any other reason (e.g. studying) than as set out in clause 5.2.2, or if the Holder otherwise reduces his/her contractual working hours for the employer after the Date of Grant of the Holder’s Restricted Stock Units, but the Holder still works part-time for the employer, such Holder’s Restricted Stock Units shall vest pro rata in relation to a full-time job. If the Holder’s contractual working hours prior to leave of absence or reduction of contractual working hours did not amount to a full-time job, such Holder’s Restricted Stock Units shall vest pro rata in relation to the contractual working hours prior

Employee termination of employment

If (i) the Holder resigns for any reason, including by reason of Holder retiring pursuant to the terms of his/her employment contract or regulatory requirements or (ii) the employer terminates the employment of the Holder with the Group for any reason, all unvested Restricted Stock Units shall cease vesting as of the date of termination of employment and shall immediately lapse.

If (i) the Holder resigns, or (ii) the employer terminates the employment of the Holder with the Group, or (iii) the Holder is exempt from work in connection with an anticipated termination of employment, or (iv) the Holder retires pursuant to the terms of his/her employment contract or regulatory requirements, termination of employment for purposes of the Restricted Stock Units shall be deemed to occur immediately after the end of the last day of employment, taking into account any notice period (but, for the avoidance of doubt, not including any further period over which any severance payment or consideration for non-compete restriction or similar is paid out). Notwithstanding the foregoing, the Board shall be entitled, in its sole discretion, to resolve that termination of employment shall be deemed to occur at a later point in time.

If a Holder changes the entity for which he or she is employed, but remains employed by the Group, such change will not be deemed a termination of employment for purposes of his/her Restricted Stock Units, provided that there is no other interruption or termination of the Holder’s employment, unless the Board, in its sole discretion, determines that the entity to which the Holder transfers is not a qualified affiliate of the Group. If a Holder changes the capacity in which he/she provides service to the Group from an employee to an independent contractor or consultant, such change will be deemed a termination of employment for purposes of his/her Restricted Stock Units.

If the Holder, when he/she commences his/her employment with the Group, is subject to a probationary or trial employment and, at the end of such probationary or trial employment, the employment with the Group is terminated (for whatever reason), all Restricted Stock Units shall lapse and be forfeited on the date of termination of employment.

SETTLEMENT

Settlement will occur through an electronic platform and with no paper documentation to be executed by the Holder. To this effect, the Holder will receive an individual username and an individual password from the Company, giving her/him access to a personal account on the electronic platform. Once the Holder will have logged-in and accepted the terms and conditions of the Restricted Stock Unit Program applicable to her/him, she/he will be able to carry out any actions required to settle (i) any Withholding Obligation (as defined in clause 11.1 below) and (ii) Holder’s Tax Liability (as defined in clause 11.2 below), in each case as and to the extent the Board requires in its sole discretion (any such Withholding Obligations or Holder’s Tax Liability that the Board requires to be so settled, the “Holder’s Payment Obligations”).

Without limiting the foregoing, unless the Board determines otherwise, Holder’s Payment Obligations will be satisfied by a “net settlement” arrangement pursuant to which the Company will reduce the number of Shares issuable upon vesting or settlement by the minimum number of Shares (rounded up to the nearest whole Share, without any consideration to the Holder for such rounding) as are sufficient to satisfy Holder’s Payment Obligations (“Net Settlement”).

To the extent the Board determines that Net Settlement will not be used to satisfy a Holder’s Payment Obligations, the Board may require the Holder to satisfy such Holder’s Payment Obligations by any other method or combination of methods determined in the Board’s sole discretion, including, without limitation, by:

placing a market sell order with a broker acceptable to the Board covering the minimum number of Shares (rounded up to the nearest whole Share) then being distributed in respect of vested Restricted Stock Units as are sufficient to satisfy Holder’s Payment Obligations. The net proceeds of such sale shall be delivered to the Company or its applicable Subsidiary upon the settlement of such sale, and any excess proceeds resulting from rounding up to the nearest whole Share shall be deposited into the Holder’s account on the electronic platform; or

a “cash settlement” arrangement pursuant to which the Holder’s Payment Obligations shall be satisfied with money that shall have been paid by the Holder to the Holder’s personal account on the electronic platform.

As soon as reasonably practicable (but no later than 30 days) following the completion of all actions required by the Holder to settle the Holder’s Payment Obligations with respect to any Restricted Stock Units that become vested (or if no such actions are required, within 30 days following the vesting date), the Company shall issue the number of Shares subject to the Restricted Stock Units that become vested in the name of the Holder (or if deceased, the Holder’s legal representative) (less any Shares reduced or sold pursuant to this clause 6). The Shares will be issued as fully paid and nonassessable Shares and may be authorized but previously unissued shares, treasury shares or shares purchased in the open market.

If the Holder does not complete any required actions to settle the Holder’s Payment Obligations with respect to any Restricted Stock Units that vested within 30 days following the applicable vesting date, then such Restricted Stock Units will be cancelled with respect to those Shares that would otherwise have become issuable therefor, unless otherwise decided by the Board.

AMENDMENT OF THE RESTRICTED STOCK UNITS; ADJUSTMENT

Change in Control

With respect to any Restricted Stock Units that remain unvested as of the date immediately following the date of the Change in Control, the Board may, in its sole discretion, decide to (i) have these terms and conditions continue following the effective date of the Change in Control in accordance with the provisions of clause 7.1.2, (ii) allow a grant of substantially equivalent rights (i.e., among other things, that preserves the intrinsic value and vesting schedule of the Restricted Stock Units) with respect to securities in a new company to the rights the Holder had in the Company immediately before the Change in Control in accordance with the provisions of clause 7.1.3 or (iii) allow an amendment of the terms and conditions to the effect that, following the Change in Control, a new company assumes the Company’s rights and obligations hereunder in accordance with the provisions of clause 7.1.4.

If the Board decides to have these terms and conditions continue following the effective date of the Change in Control, the vesting and settlement schedule as set forth in clauses 5 and 6 shall remain unaffected by the Change in Control.

If the Board decides to allow a grant of substantially equivalent rights with respect to securities in a new company to the rights the Holder had in the Company immediately before the Change in Control, all unvested Restricted Stock Units shall lapse and be cancelled as of the closing and, subject to the grant of such substantially equivalent rights, the Holder shall have no further rights pursuant to the Restricted Stock Units after the closing.

If the Board decides to allow an amendment of the terms and conditions to the effect that, following the Change in Control, a new company assumes the Company’s rights and obligations hereunder, the Holder’s vested and unsettled Restricted Stock Units and unvested Restricted Stock Units shall relate to shares in such new company.

If the Group, or any successor thereto, in connection with or within a period of 6 months following the closing of a Change in Control, terminates the employment of the Holder, other than for (i) the Holder’s willful failure to perform, or serious negligence or misconduct in the performance of his/her duties and responsibilities as an employee; or (ii) any breach by the Holder of any material provision of these terms and conditions and/or any breach of any material provision of his/her employment agreement; or (iii) the Holder’s violation of any material policy of any Group Company or any other material external (e.g., professional) standards or codes of conduct to which the Holder may be subject; or (iv) the Holder’s breach of any fiduciary duty or duty of loyalty owed to any Group Company or the Holder’s commission of fraud, embezzlement, theft or other act of dishonesty with respect to any Group Company; or (v) the Holder’s commission of, or plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude or affecting any Group Company; or (vi) any act or failure to act by the Holder that the Holder knows or reasonably should know is likely to be materially injurious to the business or reputation of the Group or any Group Company; or (vii) any other circumstances constituting just cause for dismissal due to personal grounds (Sw. saklig grund för uppsägning på grund av personliga skäl) under Swedish law or similar circumstances under other applicable law (each of (i) through (vii) a “Cause”), and if any Restricted Stock Units are subject to continued vesting after the Change in Control in accordance with this clause 7.1, all of the Holder’s unvested Restricted Stock Units shall vest as of the date of his or her termination of employment.

If any share split, reverse share split, share dividend, recapitalization, combination, reclassification or other distribution of the Company’s Shares without the receipt of consideration by the Company occurs, the Board will adjust the number and class of Shares that may be delivered under the number and class of Shares covered by each outstanding Restricted Stock Unit and in a manner that complies with all applicable laws to prevent diminution or enlargement of the benefits or potential benefits intended to be made available with respect to any grant of any Restricted Stock Unit.

“Change in Control” shall mean and include each of the following:

“Incumbent Directors” shall mean for any period of 12 consecutive months, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in clause 7.1.7(i) or 7.1.7(iii)) whose election or nomination for election to the Board was approved by a vote of at least a majority (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director without objection to such nomination) of the directors then still in office who either were directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved. No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Director.

Share for share exchange etc.

If the Company’s shareholders perform a share for share exchange for the purpose of creating a new holding company to the Company, or if a new company otherwise replaces the Company as the holding company in the Group, and such transaction is not a Change in Control, the Board shall use reasonable efforts to either: (a) ensure that the Holder receives substantially equivalent rights with respect to securities in the new holding company as the Holder had in the Company immediately before such transaction, provided that the Holder in writing waives any rights under the Restricted Stock Units, which shall lapse and be cancelled as a consequence thereof; or (b) amend these terms and conditions to the effect that the new holding company assumes the Company’s rights and obligations hereunder and that the Holder’s vested and unsettled Restricted Stock Units and unvested Restricted Stock Units shall relate to shares in such new company.

In the event of a transaction as described in clause 7.2.1, the Holder shall always be obliged upon the Board’s request to, in case of (a) in clause 7.2.1, waive any rights under the Restricted Stock Units provided that the Holder receives substantially equivalent rights in the new holding company as the Holder had in the Company immediately before such transaction or, in case of (b) in clause 7.2.1, approve any such amendment to these terms and conditions. No waiver shall be requested or required, and the Company may act unilaterally in accordance with this clause 7.2, provided that the Restricted Stock Units preserve the material terms and conditions of the underlying rights, including the vesting schedule and the intrinsic value of the Restricted Stock Unit as of immediately prior to such transaction.

If the Company effects a change of the classes of outstanding Company securities, the Board shall, appropriately and proportionately adjust the class of securities subject to the Restricted Stock Units. The Board will make such adjustments, and its determination will be final, binding and conclusive.

CANCELLATION OF RESTRICTED STOCK UNITS IN CASE OF A MATERIAL BREACH

If the Holder commits a material breach of any of its obligations under these terms and conditions and the breach has not been rectified within 15 calendar days from the date the Holder receives a written demand for rectification, the Company shall be entitled to cancel the Holder’s Restricted Stock Units, which as a consequence thereof shall lapse.

A material breach for purposes of clause 8 and 9 shall mean a breach by the Holder of the provisions in clauses 6.3, 7.2, 10, 11, 13.1 or 13.5 or any other breach by the Holder of these terms and conditions that is reasonably likely to have a material adverse effect on the Company.

LIQUIDATED DAMAGES IN CASE OF A MATERIAL BREACH

If the Holder commits a material breach in accordance with clause 8.2 and the breach has not been rectified within 15 calendar days from the date the Holder receives a written demand for rectification, the Holder shall upon written request by the Company pay liquidated damages in an amount corresponding to 50 percent of the aggregate then-current fair market value of the Shares represented by or delivered upon settlement of the Restricted Stock Units. The Company shall not be entitled to demand liquidated damages if the Company has cancelled the Holder’s Restricted Stock Units pursuant to clause 8.1.

If the Holder commits a material breach of any of its obligations under these terms and conditions, the Company is entitled, in addition to any liquidated damages in accordance with the provisions of clause 9.1, to claim damages in an amount corresponding to the difference between the actual damage suffered and the liquidated damages (if any), if such damage exceeds the amount of the liquidated damages (if any).

The payment by the Holder of any liquidated damages and regular damages shall not affect the Company’s right to pursue other remedies that the Company may have against the Holder as a result of a breach.

MISCELLANEOUS

The Restricted Stock Units may not be transferred, otherwise disposed, pledged, borrowed against or used as any form of security.

TERM AND TERMINATION

STOCK OPTION ISSUER AND HOLDER

Spotify Technology S.A., a Luxembourg société anonyme, with registered address at 42- 44, avenue de la Gare, L-1610 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 123.052 (the “Company”).

Consultant to the Company or of any affiliate, subsidiary or other company controlled by the Company (collectively, the “Group”, each individually, a “Group Company”) who has received an individual notice of grant (the “Holder”) (the “Notice of Grant”).

“Consultant” shall mean (a) any natural person engaged to provide consulting services for the Group or (b) any entity of which any such natural person is the sole owner, in each case who qualifies as a consultant or advisor under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement.

BACKGROUND

The Company’s board of directors (the “Board”) considers the existence of efficient share-related incentive programs for Consultants to be of material importance for the development of the Group. By connecting Consultants’ economic interests to the Group’s results and value trend, a long-term increase in value is promoted. Accordingly, the interests of participating Consultants and shareholders will coincide.

The existence of a contract of service between a Consultant and a Group Company shall not give the Consultant any right or expectation to be granted Stock Options at any time under this stock option program (the “Stock Option Program”) or otherwise. Moreover, the granting of a Stock Option shall not give the Holder any right or expectation to be granted additional Stock Options at any time under the Stock Option Program or otherwise.

OPTION; SHARES AVAILABLE

Subject to the terms and conditions set out herein, the Holder is entitled to delivery of one share in the Company (a “Share”) per stock option (a “Stock Option”) at the exercise price communicated to the Holder (the “Exercise Price”). The Exercise Price may be re-calculated under certain circumstances pursuant to clause 8. Subject to the provisions of clauses 8 and 9.3.3, the maximum aggregate number of Shares that may be subject to Stock Options under the Pool is 9,400,000 Shares.

“Pool” means the Shares granted under the Stock Option Program, the Terms and Conditions governing Employee Stock Options 2020/2025 in Spotify Technology S.A., the Terms and Conditions governing Employee Restricted Stock Units 2020/2025 in Spotify Technology S.A. and the Terms and Conditions Governing Restricted Stock Units for Consultants 2020/2025 in Spotify Technology S.A. (each, a “Pool Plan”).

IMPLEMENTATION AND GRANT

The Stock Option Program shall be effective as per 1 January 2020 (the “Implementation Date”).

Stock Options may be granted to Holders during the period as from and including 1 January 2020 up to and including 31 December 2020. The determination of the Consultants who will be granted Stock Options, and the date or dates of grants of Stock Options during such period (each, a “Date of Grant”), shall be determined by the Board in its sole discretion.

VESTING

General

Consultant termination of services

If there is a Termination of Services for any reason, all unvested Stock Options shall cease vesting as of the date of Termination of Services and shall immediately lapse. The new Expiration Date shall be the 90th calendar day following the Termination of Services or such later dates as determined by the Company (but in no event later than the fifth anniversary of the Date of Grant or such date as follows pursuant to clause 9).

“Services” means the services the Holder (or, in case of any entity Holder, the services of the sole owner of such entity) provides to a Group Company under a services or consulting agreement.

“Termination” means (i) that the Holder is no longer providing Services to any Group Company as a Consultant or (ii) in the case of a Holder that is an entity, the sole owner of such entity on the Date of Grant ceases to be the sole owner of such entity.

If a Holder changes the entity for which he or she provides Services, but continues to provide Services to the Group, such change will not be deemed a Termination of Services for purposes of the Consultant’s Stock Options, provided that there is no other interruption or termination of the Holder’s Services, unless the Board, in its sole discretion, determines that the entity to which the Holder transfers is not a qualified affiliate of the Group. If a Holder changes the capacity in which the Holder provides service to the Group from a Consultant to an employee, such change will not be deemed a Termination of Services for purposes of his/her Stock Options; provided, however, that the Stock Options will thereafter be subject to the Terms and Conditions governing Employee Stock Options 2020/2025 in the Company, to the extent determined by the Board.

EXERCISE

General

The Holder is entitled to exercise his/her rights under the Stock Options to the extent the Stock Options have vested pursuant to these terms and conditions by requesting exercise at any time up to and including the fifth anniversary of the Date of Grant, in the manner set forth below (“Exercise”), provided such Stock Options have not previously lapsed.

In the event the Holder has not requested Exercise on or before the fifth anniversary of the Date of Grant (such date, or an earlier date set for the expiration of the term of the Stock Options as provided for in clause 9, the “Expiration Date”), all rights under the Stock Options shall lapse.

Exercise may only be requested through an electronic platform where the Holder may (i) place requests on the said electronic platform in order to exercise some or all of her/his vested Stock Options (the “Exercise Request”) and (ii) carry out any actions required to settle the Holder’s Payment Obligations (as defined in clause 7.1).

The Exercise Request placed by the Holder must be placed not later than on the Expiration Date and state the number of Stock Options that the Holder wishes to Exercise. An Exercise Request is binding and irrevocable.

If the Holder’s Stock Options at Exercise entitle the Holder to subscribe for a number of Shares which is not an integer, the number of Shares to which the entitlement relates shall be rounded down to the nearest integer.

Exercise may not take place in the event the Company is declared bankrupt. However, Exercise may take place in the event the bankruptcy order is subsequently overturned on appeal.

The Expiration Date and the periods during which Exercise can take place may be amended pursuant to this clause 6, clause 9, or by other express action of the Board as provided for in these terms and conditions.

In the event that the Holder’s Termination of Services occurs due to death or physical disability, the new Expiration Date shall be the 194^th calendar day following such event or such later dates as determined by the Company (but in no event later than the Expiration Date or such date as follows pursuant to clause 9). The Holder (or, in the event of the Holder’s death, the Holder’s estate (Sw. dödsbo)) shall up to and including the new Expiration Date be entitled to Exercise any Stock Options, which have vested in accordance with these terms and conditions as of such event. Following the new Expiration Date, the Holder (or, in the event of the Holder’s death, the Holder’s estate) shall have no rights pursuant to the Stock Options and all rights under the Stock Options which have not been subject to Exercise shall lapse. In the event of the Holder’s death, the rights and obligations in accordance with these terms and conditions shall be binding upon and inure to the Holder’s estate.

PAYMENT AND DELIVERY OF SHARES

Payment of the Exercise Price and, to the extent applicable, any Withholding Obligation (as defined in clause 13.1 below), in each case as and to the extent the Board requires in its sole discretion (Holder’s obligation to pay the Exercise Price jointly with any such Withholding Obligation that the Board requires to be so settled, the “Holder’s Payment Obligations”) shall, unless the Board determines otherwise, be satisfied by a “cash settlement” arrangement pursuant to which the Holder’s Payment Obligations shall be satisfied with money that shall have been paid by the Holder to the Holder’s personal account on the electronic platform (“Cash Settlement”).

To the extent the Board determines that Cash Settlement will not be used to satisfy a Holder’s Payment Obligations, the Board may require the Holder to satisfy such Holder’s Payment Obligations by any other method or combination of methods determined in the Board’s sole discretion, including, without limitation, by:

If the Company receives a valid Exercise Request and all actions required by the Holder to settle the Holder’s Payment Obligation have been completed, the Company shall deliver Shares to the Holder within 10 days on which banks are open for business generally (and not for internet banking only) in Luxembourg and the U.S (a “Business Day”) (less any Shares reduced or sold pursuant to this clause 7).

As a condition to the exercise of a Stock Option, the Holder shall make such arrangements as the Board may require for the satisfaction of any Holder’s Payment Obligations that may arise in relation to the Stock Options.

RE-CALCULATION OF EXERCISE PRICE ETC.

AMENDMENT OF VESTING SCHEDULE AND EXPIRATION DATE ETC.

Change in Control

In the event of a Change in Control the Board may, in its sole discretion, decide to (i) set a period during which the Holder may request Exercise (an “Exercise Period”) and, if determined by the Board, a new Expiration Date, in accordance with the provisions of clause 9.1.2, (ii) have these terms and conditions continue following the Change in Control in accordance with the provisions of clause 9.1.3, (iii) allow a grant of substantially equivalent rights (i.e., among other things, that preserves the intrinsic value and vesting schedule of the Stock Options) to acquire securities in a new company as the Holder had in the Company immediately before the Change in Control in accordance with the provisions of clause 9.1.4, or (iv) allow an amendment of the terms and conditions to the effect that, following the Change in Control, a new company assumes the Company’s rights and obligations hereunder in accordance with the provisions of clause 9.1.5.

“Change in Control” shall mean and include each of the following:

“Incumbent Directors’ shall mean for any period of 12 consecutive months, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in clause 9.1.1.1(i) or 9.1.1.1(iii)) whose election or nomination for election to the Board was approved by a vote of at least a majority (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director without objection to such nomination) of the directors then still in office who either were directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved. No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Director.

If the Board decides to set an Exercise Period, the Board shall notify the Holder in connection with the Change in Control of the Exercise Period and, if the Board so decides, the new Expiration Date. The notice will set forth the Exercise Period, which shall, to the extent possible taking into account the circumstances and process related to the Change in Control, give the Holder reasonable time to decide whether to Exercise any vested Stock Options. The Holder shall during the Exercise Period be entitled to Exercise any Stock Options which have vested in accordance with these terms and conditions. The Board shall be entitled, in its sole discretion, to decide whether to adopt a new Expiration Date so that, at the conclusion of such Exercise Period, any unvested Stock Options shall lapse, or whether unvested Stock Options will continue to vest. The Board shall also be entitled, in its sole discretion, to decide whether any vested Stock Options which have not been subject to Exercise during an Exercise Period shall be subject to a new Expiration Date and therefore lapse, or whether the vested Stock Options will be exercisable following the expiration of an Exercise Period. If the Board decides to establish a new Expiration Date so that any unvested, and/or any vested but unexercised, Stock Options shall lapse, the Holder shall have no further rights pursuant to the Stock Options.

If the Board decides to have these terms and conditions continue following the effective date of the Change in Control, the vesting schedule and the Expiration Date, as set forth in the Notice of Grant and clause 6 respectively, shall remain unaffected by the Change in Control.

If the Board decides to allow a grant of substantially equivalent rights to acquire securities in a new company as the Holder had in the Company immediately before the Change in Control, all vested and unvested Stock Options shall lapse as of the closing of the Change in Control and, subject to the grant of such substantially equivalent rights, the Holder shall have no further rights pursuant to the Stock Options after the closing of the Change in Control.

If the Board decides to allow an amendment of the terms and conditions to the effect that, following the Change in Control, a new company assumes the Company’s rights and obligations hereunder, the Holder’s right to subscribe for Shares in accordance with clause 3 shall relate to shares in such new company.

Merger and de-merger

Share for share exchange etc.

If the Company’s shareholders perform a share for share exchange for the purpose of creating a new holding company to the Company, or if a new company otherwise replaces the Company as the holding company in the Group, and such transaction is not a Change in Control, the Board shall use reasonable efforts to either: (a) ensure that the Holder receives substantially equivalent rights to acquire securities in the new holding company as the Holder had in the Company immediately before such transaction, provided that the Holder in writing waives any rights under the Stock Options, which shall lapse as a consequence thereof; or (b) amend these terms and conditions to the effect that the new holding company assumes the Company’s rights and obligations hereunder and that the Holder’s right to subscribe for Shares in accordance with clause 3 shall relate to shares in the new holding company.

In the event of a transaction as described in clause 9.3.1, the Holder shall always be obliged upon the Board’s request to, in case of (a) in clause 9.3.1, waive any rights under the Stock Options provided that the Holder receives substantially equivalent rights in the new holding company as the Holder had in the Company immediately before such transaction or, in case of (b) in clause 9.3.1, approve any such amendment to these terms and conditions. No waiver shall be requested or required, and the Company may act unilaterally in accordance with this clause 9.3.2, provided that the Stock Options preserve the material terms and conditions of the underlying rights, including the vesting schedule and the intrinsic value of the Stock Option as of immediately prior to such transaction.

If the Company effects a change of the classes of outstanding Company securities, the Board shall, appropriately and proportionately adjust the class of securities subject to the Stock Options. The Board will make such adjustments, and its determination will be final, binding and conclusive.

DATA PROTECTION

MISCELLANEOUS

The Stock Options may not be transferred, otherwise disposed, pledged, borrowed against or used as any form of security.

TERM AND TERMINATION

RESTRICTED STOCK UNIT ISSUER AND HOLDER

Spotify Technology S.A., a Luxembourg société anonyme, with registered address at 42- 44, avenue de la Gare, L-1610 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 123.052 (the “Company”).

Consultant to the Company or of any affiliate, subsidiary or other company controlled by the Company (collectively, the “Group,” each individually, a “Group Company”) who has received an individual notice of grant (the “Holder”) (the “Notice of Grant”).

“Consultant” shall mean (a) any natural person engaged to provide consulting services for the Group or (b) any entity of which any such natural person is the sole owner, in each case who qualifies as a consultant or advisor under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement.

BACKGROUND

The Company’s board of directors (the “Board”) considers the existence of efficient share-related incentive programs for Consultants to be of material importance for the development of the Group. By connecting Consultants’ economic interests to the Group’s results and value trend, a long-term increase in value is promoted. Accordingly, the interests of participating Consultants and shareholders will coincide.

The existence of a contract of service between a Consultant and a Group Company shall not give the Consultant any right or expectation to be granted Restricted Stock Units at any time under this restricted stock unit program (the “Restricted Stock Unit Program”) or otherwise. Moreover, the granting of a Restricted Stock Unit shall not give the Holder any right or expectation to be granted additional Restricted Stock Units at any time under the Restricted Stock Unit Program or otherwise.

RESTRICTED STOCK UNIT; SHARES AVAILABLE

Subject to the terms and conditions set out herein, the Holder is entitled to delivery of one share in the Company (a “Share”) per restricted stock unit (a “Restricted Stock Unit”). Subject to the provisions of clauses 7.1.5 and 7.2.3, the maximum aggregate number of Shares that may be subject to Restricted Stock Units under the Pool is 9,400,000 Shares.

“Pool” means the Shares granted under the Restricted Stock Unit Program, the Terms and Conditions Governing Employee Restricted Stock Units 2020/2025 in Spotify Technology S.A., the Terms and Conditions Governing Employees Stock Options 2020/2025 in Spotify Technology S.A. and the Terms and Conditions Governing Stock Options for Consultants 2020/2025 in Spotify Technology, S.A (each, a “Pool Plan”).

IMPLEMENTATION AND GRANT

The Restricted Stock Unit Program shall be effective as per January 1, 2020 (the “Implementation Date”).

Restricted Stock Units may be granted to the Holder during the period as from and including January, 1 2020 up to and including December 31, 2020. The determination of the Consultants who will be granted Restricted Stock Units, and the date or dates of grants of Restricted Stock Units during such period (each, a “Date of Grant”), shall be determined by the Board in its sole discretion.

VESTING

Vesting general

Vesting of the Restricted Stock Units shall occur on the dates set out in the Notice of Grant, subject to the Holders’s continued service with the Group. The vesting schedule set out in the Notice of Grant may be amended pursuant to clause 5.2.

Consultant termination of services

If there is a Termination of Services for any reason, all unvested Restricted Stock Units shall cease vesting as of the date of Termination of Services and shall immediately lapse.

“Services” means the services the Holder (or, in the case of any entity Holder, the services of the sole owner of such entity) provides to a Group Company under a services or consulting agreement.

“Termination” means (i) that the Holder is no longer providing Services to any Group Company as a Consultant or (ii) in the case of a Holder that is an entity, the sole owner of such entity on the Date of Grant ceases to be the sole owner of such entity.

If a Holder changes the entity for which he or she provides Services, but continues to provide Services to the Group, such change will not be deemed a Termination of Services for purposes of the Consultant’s Restricted Stock Units, provided that there is no other interruption or termination of the Holder’s Services, unless the Board, in its sole discretion, determines that the entity to which the Holder transfers is not a qualified affiliate of the Group. If a Holder changes the capacity in which the Holder provides service to the Group from a Consultant to an employee, such change will not be deemed a Termination of Services for purposes of his/her Restricted Stock Units; provided, however, that the Restricted Stock Units will thereafter be subject to the terms of the Terms and Conditions Governing Employee Restricted Stock Units 2020/2025 in the Company, to the extent determined by the Board.

SETTLEMENT

Settlement will occur through an electronic platform, where the Holder will be able to carry out any actions required to settle any Withholding Obligation (as defined in clause 11.1 below) (any such Withholding Obligations that the Board requires to be so settled, the “Holder’s Payment Obligations”).

Without limiting the foregoing, unless the Board determines otherwise, Holder’s Payment Obligations will be satisfied by a “cash settlement” arrangement pursuant to which the Holder’s Payment Obligations shall be satisfied with money that shall have been paid by the Holder to the Holder’s personal account on the electronic platform (“Cash Settlement”).

To the extent the Board determines that Cash Settlement will not be used to satisfy a Holder’s Payment Obligations, the Board may require the Holder to satisfy such Holder’s Payment Obligations by any other method or combination of methods determined in the Board’s sole discretion, including, without limitation, by:

placing a market sell order with a broker acceptable to the Board covering the minimum number of Shares (rounded up to the nearest whole Share) then being distributed in respect of vested Restricted Stock Units as are sufficient to satisfy such Holder’s Payment Obligations. The net proceeds of such sale shall be delivered to the Company or its applicable Subsidiary upon the settlement of such sale, and any excess proceeds resulting from rounding up to the nearest whole Share shall be deposited into the Holder’s account on the electronic platform; or

a “net settlement” arrangement pursuant to which the Company will reduce the number of Shares issuable upon vesting or settlement by the minimum number of Shares (rounded up to the nearest whole Share, without any consideration to the Holder for such rounding) as are sufficient to satisfy Holder’s Payment Obligations.

As soon as reasonably practicable (but no later than 30 days) following the completion of all actions required by the Holder to settle the Holder’s Payment Obligations with respect to any Restricted Stock Units that become vested (or if no such actions are required, within 30 days following the vesting date), the Company shall issue the number of Shares subject to the Restricted Stock Units that become vested in the name of the Holder (or if deceased, the Holder’s legal representative) (less any Shares reduced or sold pursuant to this clause 6). The Shares will be issued as fully paid and nonassessable Shares and may be authorized but previously unissued shares, treasury shares or shares purchased in the open market.

If the Holder does not complete any required actions to settle the Holder’s Payment Obligations with respect to any Restricted Stock Units that vested within 30 days following the applicable vesting date, then such Restricted Stock Units will be cancelled with respect to those Shares that would otherwise have become issuable therefor, unless otherwise decided by the Board.

AMENDMENT OF THE RESTRICTED STOCK UNITS; ADJUSTMENT

Change in Control

With respect to any Restricted Stock Units that remain unvested as of the date immediately following the date of the Change in Control, the Board may, in its sole discretion, decide to (i) have these terms and conditions continue following the effective date of the Change in Control in accordance with the provisions of clause 7.1.2, (ii) allow a grant of substantially equivalent rights (i.e., among other things, that preserves the intrinsic value and vesting schedule of the Restricted Stock Units) with respect to securities in a new company to the rights the Holder had in the Company immediately before the Change in Control in accordance with the provisions of clause 7.1.3 or (iii) allow an amendment of the terms and conditions to the effect that, following the Change in Control, a new company assumes the Company’s rights and obligations hereunder in accordance with the provisions of clause 7.1.4.

If the Board decides to have these terms and conditions continue following the effective date of the Change in Control, the vesting and settlement schedule as set forth in the Notice of Grant and 6 shall remain unaffected by the Change in Control.

If the Board decides to allow a grant of substantially equivalent rights with respect to securities in a new company to the rights the Holder had in the Company immediately before the Change in Control, all unvested Restricted Stock Units shall lapse and be cancelled as of the closing and, subject to the grant of such substantially equivalent rights, the Holder shall have no further rights pursuant to the Restricted Stock Units after the closing.

If the Board decides to allow an amendment of the terms and conditions to the effect that, following the Change in Control, a new company assumes the Company’s rights and obligations hereunder, the Holder’s vested and unsettled Restricted Stock Units and unvested Restricted Stock Units shall relate to shares in such new company.

If any share split, reverse share split, share dividend, recapitalization, combination, reclassification or other distribution of the Company’s Shares without the receipt of consideration by the Company occurs, the Board will adjust the number and class of Shares that may be delivered under the number and class of Shares covered by each outstanding Restricted Stock Unit and in a manner that complies with all applicable laws to prevent diminution or enlargement of the benefits or potential benefits intended to be made available with respect to any grant of any Restricted Stock Unit.

“Change in Control” shall mean and include each of the following:

“Incumbent Directors” shall mean for any period of 12 consecutive months, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in clause 7.1.66(i) or 6(iii)) whose election or nomination for election to the Board was approved by a vote of at least a majority (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director without objection to such nomination) of the directors then still in office who either were directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved. No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Director.

Share for share exchange etc.

If the Company’s shareholders perform a share for share exchange for the purpose of creating a new holding company to the Company, or if a new company otherwise replaces the Company as the holding company in the Group, and such transaction is not a Change in Control, the Board shall use reasonable efforts to either: (a) ensure that the Holder receives substantially equivalent rights with respect to securities in the new holding company as the Holder had in the Company immediately before such transaction, provided that the Holder in writing waives any rights under the Restricted Stock Units, which shall lapse and be

In the event of a transaction as described in clause 7.2.1, the Holder shall always be obliged upon the Board’s request to, in case of (a) in clause 7.2.1, waive any rights under the Restricted Stock Units provided that the Holder receives substantially equivalent rights in the new holding company as the Holder had in the Company immediately before such transaction or, in case of (b) in clause 7.2.1, approve any such amendment to these terms and conditions. No waiver shall be requested or required, and the Company may act unilaterally in accordance with this clause 7.2, provided that the Restricted Stock Units preserve the material terms and conditions of the underlying rights, including the vesting schedule and the intrinsic value of the Restricted Stock Unit as of immediately prior to such transaction.

If the Company effects a change of the classes of outstanding Company securities, the Board shall, appropriately and proportionately adjust the class of securities subject to the Restricted Stock Units. The Board will make such adjustments, and its determination will be final, binding and conclusive.

CANCELLATION OF RESTRICTED STOCK UNITS IN CASE OF A MATERIAL BREACH

If the Holder commits a material breach of any of its obligations under these terms and conditions and the breach has not been rectified within 15 calendar days from the date the Holder receives a written demand for rectification, the Company shall be entitled to cancel the Holder’s Restricted Stock Units, which as a consequence thereof shall lapse.

A material breach for purposes of clause 8 and 9 shall mean a breach by the Holder of the provisions in clauses 6.3, 7.2, 10, 11, 13.1 or 13.5 or any other breach by the Holder of these terms and conditions that is reasonably likely to have a material adverse effect on the Company.

LIQUIDATED DAMAGES IN CASE OF A MATERIAL BREACH

If the Holder commits a material breach in accordance with clause 8.1.2 and the breach has not been rectified within 15 calendar days from the date the Holder receives a written demand for rectification, the Holder shall upon written request by the Company pay liquidated damages in an amount corresponding to 50 percent of the aggregate then-current fair market value of the Shares represented by or delivered upon settlement of the Restricted Stock Units. The Company shall not be entitled to demand liquidated damages if the Company has cancelled the Holder’s Restricted Stock Units pursuant to clause 8.1.1.

If the Holder commits a material breach of any of its obligations under these terms and conditions, the Company is entitled, in addition to any liquidated damages in accordance with the provisions of clause 9.1.1, to claim damages in an amount corresponding to the difference between the actual damage suffered and the liquidated damages (if any), if such damage exceeds the amount of the liquidated damages (if any).

The payment by the Holder of any liquidated damages and regular damages shall not affect the Company’s right to pursue other remedies that the Company may have against the Holder as a result of a breach.

APPOINTMENT OF AGENT ETC.

The Holder hereby irrevocably authorizes the Board, with full power of substitution, to endorse such documents on behalf of the Holder and to take any other action reasonably necessary to effect any of the Holder’s obligations under these terms and conditions, including but not limited to, execution of a transfer of Shares owned by the Holder. The Board shall hold any payment received for the benefit of the Holder under this clause 10.1 on behalf of the Holder and separated from any other funds. A withdrawal of the authorization as provided for in this clause 10.1 constitutes a material breach of these terms and conditions for purposes of clause 8 and 9.

The Holder hereby undertakes to sign, execute and deliver such documents (including without limitation any subscription form), and to take any other actions, as reasonably required by the Board in order to ensure compliance with or observation of the Holder’s obligations under these terms and conditions.

PAYMENT OF CERTAIN TAXES

The Group will perform withholding of taxes in relation to the Restricted Stock Units and the Shares delivered upon settlement if and to the extent required by law or decisions by governmental authorities or if the Board in its reasonable opinion considers it appropriate for the Group to perform such withholding of taxes (any such withholding tax obligation of the Holder, “Withholding Obligation”). For the avoidance of doubt, this clause 11.1.1 shall not affect the Holder’s liabilities and undertakings pursuant to the remainder of this clause 11.

The Holder is liable for and undertakes to pay any taxes (including but not limited to income taxes, capital taxes, employment taxes, self-employment taxes, social security contributions as well as any tax penalties thereon) for which the Holder may be liable in relation to the Restricted Stock Units and any Shares issued at settlement (“Holder’s Tax Liability”). For the avoidance of doubt, any Withholding Obligation (whether preliminary or deducted at source) on employment income, dividends and capital gains will always be considered as Holder’s Tax Liability.

The calculation of any Withholding Obligation will be subject to applicable rules and regulations based on the applicable tax rates, as determined by the Board in its sole discretion in connection with determining the Holder’s Payment Obligations.

The Group assumes no responsibility for any Holder’s Tax Liability. The Holder represents that the Holder is not relying on the Group for any tax advice and explicitly agrees not to demand any compensation from the Group to cover any Holder’s Tax Liability.

MISCELLANEOUS

The Restricted Stock Units may not be transferred, otherwise disposed, pledged, borrowed against or used as any form of security.

The Company shall be entitled to amend these terms and conditions to the extent required by legislation, regulations, court decisions, decisions by public authorities or agreements, or if such amendments, in the reasonable judgment of the Company, are otherwise necessary for practical reasons, and provided in all of the aforementioned cases that the Holder’s rights are in no material respects adversely affected. If the Holder’s rights would be materially adversely affected, the Holder’s written consent shall be necessary for such amendment.

Nothing in these terms and conditions or in any right or Restricted Stock Unit granted under these terms and conditions shall confer upon the Holder the right to continue in service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Group or of the Holder, which rights are hereby expressly reserved by each, to terminate the Holder’s service at any time.

The Holder has no right to compensation or damages for any loss in respect of the Restricted Stock Unit where such loss arises (or is claimed to arise), in whole or in part, from the termination of the Holder’s service; or notice to terminate service given by or to the Holder.

The Holder undertakes not to use or disclose the contents of these terms and conditions, or any financial information, trade secrets, customer lists or other information which it may from time to time receive or obtain (orally or in writing or in disc or electronic form) as a result of entering into or performing its obligations pursuant to these terms and conditions or otherwise, relating to the Group unless: (i) required to do so by law or pursuant to any order of court or other competent authority or tribunal; or (ii) such disclosure has been consented to by the Company, provided, however, that the Holder may disclose the terms and conditions of the Holder’s Restricted Stock Units to the Holder’s spouse, personal attorney and/or tax preparer or, in the case of Holders that are entities, the owner thereof (who may, for the avoidance of doubt, subsequently disclose this information to his/her spouse, personal attorney and/or tax preparer). If a Holder becomes required, in circumstances contemplated by (i) to disclose any information, the disclosing Holder shall use its best efforts to consult with the Company prior to any such disclosure.

Shares will not be issued or delivered under this Restricted Stock Unit Program unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. In addition to the terms and conditions provided herein, the Board may require that a Holder make such reasonable covenants, agreements and representations as the Board, in its sole discretion, deems advisable in order to comply with applicable law. The Board shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Restricted Stock Unit, including a window-period limitation, as may be imposed in the sole discretion of the Board.

TERM AND TERMINATION

GOVERNING LAW AND JURISDICTION

These terms and conditions shall be governed by and construed in accordance with the substantive law of Sweden (excluding its rules on conflict of laws).

The Company and the Holder undertake to use their best efforts to resolve any disagreements or disputes regarding these terms and conditions between them or any two or more of them through discussions and mutual agreement.

Any dispute, controversy or claim arising out of or in connection with these terms and conditions, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. Unless otherwise agreed between the parties to such arbitration, the Arbitral Tribunal shall be composed of a sole arbitrator, the seat of arbitration shall be Stockholm and the language to be used in the arbitral proceedings shall be English.

The arbitral proceedings and all information and documentation related thereto shall be confidential, unless a disclosure is required under any applicable law, relevant stock exchange regulations or order of court, other tribunal or competition authority or as otherwise agreed between the Company and the Holder in writing.