Exhibit 10.2


 


ENTRADA THERAPEUTICS, INC.


 





2021 STOCK OPTION
AND INCENTIVE PLAN


 


SECTION 1. GENERAL
PURPOSE OF THE PLAN; DEFINITIONS


 


The name of the plan is the
Entrada Therapeutics, Inc. 2021 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage
and enable the officers, employees, Non-Employee Directors and Consultants of Entrada Therapeutics, Inc. (the “Company”)
and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business
to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s
welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their
efforts on the Company’s behalf and strengthening their desire to remain with the Company.


 


The following terms shall
be defined as set forth below:


 


“Act” means
the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


“Administrator”
means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation
committee and which is comprised of not less than two Non-Employee Directors who are independent.


 


“Affiliate”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in
Rule 405 of the Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary”
status is determined within the foregoing definition.


 


“Award”
or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock
Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards,
Cash-Based Awards, and Dividend Equivalent Rights.


 


“Award Certificate”
means a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award
Certificate is subject to the terms and conditions of the Plan.


 


“Board”
means the Board of Directors of the Company.


 


“Cash-Based Award”
means an Award entitling the recipient to receive a cash-denominated payment.


 






     

     


    

 


“Cause” means, unless otherwise
provided in an employment agreement or other service agreement between the Company and the grantee, in a severance plan or policy applicable
to the grantee, or in the Award Certificate, (i) the grantee’s dishonest statements or acts with respect to the Company or
any Affiliate of the Company, or any current or prospective customers, suppliers vendors or other third parties with which such entity
does business; (ii) the grantee’s commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit,
dishonesty or fraud; (iii) the grantee’s failure to perform his assigned duties and responsibilities to the reasonable satisfaction
of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the grantee by the Company;
(iv) the grantee’s gross negligence, willful misconduct or insubordination with respect to the Company or any Affiliate of
the Company; or (v) the grantee’s material violation of any provision of any agreement(s) between the grantee and the
Company relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 


“Consultant”
means a consultant or adviser who provides bona fide services to the Company or an Affiliate as an independent contractor and who
qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Act.


 


“Dividend Equivalent
Right” means an Award entitling the grantee to receive credits based on ordinary cash dividends that would have been paid on
the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to
and held by the grantee.


 


“Effective Date”
means the date on which the Plan becomes effective as set forth in Section 19.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


“Fair Market Value”
of the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however,
that if the Stock is listed on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), NASDAQ
Global Market, The New York Stock Exchange or another national securities exchange or traded on any established market, the determination
shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference
to the last date preceding such date for which there are market quotations; provided further, however, that if the date for which Fair
Market Value is determined is the Registration Date, the Fair Market Value shall be the “Price to the Public” (or equivalent)
set forth on the cover page for the final prospectus relating to the Company’s initial public offering.


 


“Good Reason”
means, unless otherwise provided in an employment agreement or other service agreement between the Company and the grantee, in a severance
plan or policy applicable to the grantee, or in the Award Certificate, (i) a material diminution in the grantee’s base salary
except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees of the Company
or (ii) a material change of at least thirty (30) miles of driving distance in the geographic location of the principal Company location
to which the grantee is currently assigned by the Company, so long as the grantee provides at least 90 days’ notice to the Company
following the initial occurrence of any such event and the Company fails to cure such event within 30 days thereafter.


 






    	 	2	 



     


    

 


“Incentive Stock
Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422
of the Code.


 


“Non-Employee Director”
means a member of the Board who is not also an employee of the Company or any Subsidiary.


 


“Non-Qualified Stock
Option” means any Stock Option that is not an Incentive Stock Option.


 


“Option”
or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.


 


“Registration Date”
means the date upon which the registration statement on Form S-1 that is filed by the Company with respect to its initial public
offering is declared effective by the Securities and Exchange Commission.


 


“Restricted Shares”
means the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company’s right
of repurchase.


 


“Restricted Stock
Award” means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at
the time of grant.


 


“Restricted Stock
Units” means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time
of grant.


 


“Sale Event”
shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or
entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power
and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock
or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of
such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert,
or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction
do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the
transaction other than as a result of the acquisition of securities directly from the Company.


 


“Sale Price”
means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share
of Stock pursuant to a Sale Event.


 


“Section 409A”
means Section 409A of the Code and the regulations and other guidance promulgated thereunder.


 


“Service Relationship”
means any relationship as an employee, director or Consultant of the Company or any Affiliate (e.g., a Service Relationship shall
be deemed to continue without interruption in the event an individual’s status changes from full-time employee to part-time employee
or Consultant).


 






    	 	3	 



     


    

 


“Stock”
means the Common Stock, par value $0.0001 per share, of the Company, subject to adjustments pursuant to Section 3.


 


“Stock Appreciation
Right” means an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in
the applicable Award Certificate) having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over
the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation
Right shall have been exercised.


 


“Subsidiary”
means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly
or indirectly.


 


“Ten Percent Owner”
means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more
than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation.


 


“Unrestricted Stock
Award” means an Award of shares of Stock free of any restrictions.


 


SECTION 2. ADMINISTRATION
OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS


 


(a)            Administration
of Plan. The Plan shall be administered by the Administrator.


 


(b)            Powers
of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including
the power and authority:


 


 (i)            to
select the individuals to whom Awards may from time to time be granted;


 


 (ii)           to
determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, and Dividend Equivalent Rights,
or any combination of the foregoing, granted to any one or more grantees;


 


 (iii)          to
determine the number of shares of Stock to be covered by any Award;


 


 (iv)          to
determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates;


 


 (v)           to
accelerate at any time the exercisability or vesting of all or any portion of any Award;


 


 (vi)          subject
to the provisions of Sections 5(c) or 6(d), to extend at any time the period in which Stock Options may be exercised or Stock
Appreciation Rights, respectively; and


 






    	 	4	 



     


    

 


 (vii)            at
any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings
as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to
make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan;
and to otherwise supervise the administration of the Plan.


 





All decisions and interpretations
of the Administrator shall be binding on all persons, including the Company and Plan grantees.


 


(c)            Delegation
of Authority to Grant Awards. Subject to applicable law, the Administrator, in its discretion, may delegate to a committee consisting
of one or more officers of the Company including the Chief Executive Officer of the Company all or part of the Administrator’s authority
and duties with respect to the granting of Awards to individuals who are (i) not subject to the reporting and other provisions of
Section 16 of the Exchange Act and (ii) not members of the delegated committee. Any such delegation by the Administrator shall
include a limitation as to the amount of Stock underlying Awards that may be granted during the period of the delegation and shall contain
guidelines as to the determination of the exercise price and the vesting criteria. The Administrator may revoke or amend the terms of
a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that
were consistent with the terms of the Plan.


 


(d)            Award
Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations for
each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment or service
terminates.


 


(e)            Indemnification.
Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administrator (and
any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent
permitted by law and/or under the Company’s articles or bylaws or any directors’ and officers’ liability insurance coverage
which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.


 


(f)             Foreign
Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in
which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its sole
discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine
which individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any
Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify
exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable
(and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or
modifications shall increase the share limitations contained in Section 3(a) hereof; and (v) take any action, before or
after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental
regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards
shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable
United States governing statute or law.


 






    	 	5	 



     


    

 


SECTION 3. STOCK
ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION


 


(a)            Stock
Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 3,902,672 shares (the
 “Initial Limit”), subject to adjustment as provided in this Section 3, plus on January 1, 2022 and each January 1
thereafter, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by four percent
of the number of shares of Stock issued and outstanding on the immediately preceding December 31 or such lesser amount as determined
by the Administrator (the “Annual Increase”). Subject to such overall limitation, the maximum aggregate number of shares of
Stock that may be issued in the form of Incentive Stock Options shall not exceed the Initial Limit cumulatively increased on January 1,
2022 and on each January 1 thereafter by the lesser of the Annual Increase for such year or 3,902,672 shares of Stock, subject in
all cases to adjustment as provided in this Section 3. For purposes of this limitation, the shares of Stock underlying any awards
under the Plan and under the Company’s 2016 Stock Incentive Plan that are forfeited, canceled, held back upon exercise of an Option
or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without
the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance
under the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares
of Stock that may be issued as Incentive Stock Options. In the event the Company repurchases shares of Stock on the open market, such
shares shall not be added to the shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of
Stock may be issued up to such maximum number pursuant to any type or types of Award. The shares available for issuance under the Plan
may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company. Awards that may be settled solely in cash
shall not be counted against the share reserve.


 


(b)            Changes
in Stock. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock
are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional
shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares
of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the
Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent
or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares
reserved for issuance under the Plan, including the maximum number of shares that may be issued in the form of Incentive Stock Options,
(ii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iii) the repurchase
price, if any, per share subject to each outstanding Restricted Stock Award, and (iv) the exercise price for each share subject to
any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e.,
the exercise price multiplied by the number of shares subject to Stock Options and Stock Appreciation Rights) as to which such Stock Options
and Stock Appreciation Rights remain exercisable. The Administrator shall also make equitable or proportionate adjustments in the number
of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends
paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final,
binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator
in its discretion may make a cash payment in lieu of fractional shares.


 






    	 	6	 



     


    

 


(c)            Mergers
and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption
or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor
entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise
prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution
of Awards, upon the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate. In such case,
except as may be otherwise provided in the relevant Award Certificate, all Options and Stock Appreciation Rights with time-based vesting
conditions or restrictions that are not vested and/or exercisable immediately prior to the effective time of the Sale Event shall become
fully vested and exercisable as of the effective time of the Sale Event, all other Awards with time-based vesting, conditions or restrictions
shall become fully vested and nonforfeitable as of the effective time of the Sale Event, and all Awards with conditions and restrictions
relating to the attainment of performance goals may become vested and nonforfeitable in connection with a Sale Event in the Administrator’s
discretion or to the extent specified in the relevant Award Certificate. In the event of such termination, (i) the Company shall
have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding Options and Stock
Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied
by the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the extent then exercisable at prices
not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights
(provided that, in the case of an Option or Stock Appreciation Right with an exercise price equal to or greater than the Sale Price, such
Option or Stock Appreciation Right shall be cancelled for no consideration); or (ii) each grantee shall be permitted, within a specified
period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and
Stock Appreciation Rights (to the extent then exercisable) held by such grantee. The Company shall also have the option (in its sole discretion)
to make or provide for a payment, in cash or in kind, to the grantees holding other Awards in an amount equal to the Sale Price multiplied
by the number of vested shares of Stock under such Awards.


 


To the extent that the parties
to such Sale Event provide for the assumption, continuation or substitution of Awards, and in the event a grantee’s Service Relationship
is terminated by the Company or any successor other than for Cause or the grantee resigns for Good Reason, in either case upon or during
the 12-month period following the Sale Event, except as may be otherwise provided in the relevant Award Certificate, any such Awards so
assumed, continued or substituted in a Sale Event shall become fully vested, exercisable and nonforfeitable as of the date of such termination.


 






    	 	7	 



     


    

 


(d)            Maximum
Awards to Non-Employee Directors. Notwithstanding anything to the contrary in this Plan, the value of all Awards awarded under this
Plan and all other cash compensation paid by the Company to any Non-Employee Director for service as a Non-Employee Director in any calendar
year shall not exceed: (i) $1,200,000 in the first calendar year an individual becomes a Non-Employee Director and (ii) $750,000
in any other calendar year. For the purpose of this limitation, the value of any Award shall be its grant date fair value, as determined
in accordance with ASC 718 or successor provision but excluding the impact of estimated forfeitures related to service-based vesting provisions.


 


SECTION 4. ELIGIBILITY


 


Grantees under the Plan will
be such employees, Non-Employee Directors or Consultants of the Company and its Affiliates as are selected from time to time by the Administrator
in its sole discretion; provided that Awards may not be granted to employees, Directors or Consultants who are providing services only
to any “parent” of the Company, as such term is defined in Rule 405 of the Act, unless (i) the stock underlying
the Awards is treated as “service recipient stock” under Section 409A or (ii) the Company has determined that such
Awards are exempt from or otherwise comply with Section 409A.


 


SECTION 5. STOCK
OPTIONS


 


(a)            Award
of Stock Options. The Administrator may grant Stock Options under the Plan. Any Stock Option granted under the Plan shall be in such
form as the Administrator may from time to time approve.


 


Stock Options granted under
the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees
of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the
Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.


 


Stock Options granted pursuant
to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options
may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator
may establish.


 


(b)            Exercise
Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined
by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the
case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price of such Incentive Stock Option shall be not
less than 110 percent of the Fair Market Value on the grant date. Notwithstanding the foregoing, Stock Options may be granted with an
exercise price per share that is less than 100 percent of the Fair Market Value on the date of grant (i) pursuant to a transaction
described in, and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject to U.S.
income tax on the date of grant or (iii) the Stock Option is otherwise compliant with Section 409A.


 






    	 	8	 



     


    

 


(c)            Option
Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than ten years
after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term
of such Stock Option shall be no more than five years from the date of grant.


 


(d)            Exercisability;
Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be
determined by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability of all or
any portion of any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a
Stock Option and not as to unexercised Stock Options.


 


(e)            Method
of Exercise. Stock Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Company,
specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods except
to the extent otherwise provided in the Award Certificate:


 


 (i)            In
cash, by certified or bank check or other instrument acceptable to the Administrator;


 


 (ii)           Through
the delivery (or attestation to the ownership following such procedures as the Company may prescribe) of shares of Stock that are not
then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;


 


 (iii)          By
the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee
chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or


 


With respect to Stock Options that are not Incentive Stock Options,
by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise
by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price.


 


 (iv)          Payment
instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent
of the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or
a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such
shares and the fulfillment of any other requirements contained in the Award Certificate or applicable provisions of laws (including the
satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee
chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred
to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company establishes,
for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet
website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated
system.


 






    	 	9	 



     


    

 


(f)             Annual
Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422
of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive
Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become exercisable for
the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this limit,
it shall constitute a Non-Qualified Stock Option.


 


SECTION 6. STOCK
APPRECIATION RIGHTS


 


(a)            Award
of Stock Appreciation Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right is
an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable Award Certificate)
having a value equal to the excess of the Fair Market Value of a share of Stock on the date of exercise over the exercise price of the
Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been
exercised.


 


(b)            Exercise
Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than 100 percent of the Fair
Market Value of the Stock on the date of grant. Notwithstanding the foregoing, Stock Appreciation Rights may be granted with an exercise
price per share that is less than 100 percent of the Fair Market Value on the date of grant (i) pursuant to a transaction described
in, and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject to U.S. income
tax on the date of grant or (iii) the Stock Appreciation Right is otherwise compliant with Section 409A.


 


(c)            Grant
and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently of any Stock
Option granted pursuant to Section 5 of the Plan.


 


(d)            Terms
and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined
on the date of grant by the Administrator. The term of a Stock Appreciation Right may not exceed ten years. The terms and conditions of
each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees.


 


SECTION 7. RESTRICTED
STOCK AWARDS


 


(a)            Nature
of Restricted Stock Awards. The Administrator may grant Restricted Stock Awards under the Plan. A Restricted Stock Award is any Award
of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant. Conditions may
be based on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives.


 






    	 	10	 



     


    

 


(b)            Rights
as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee shall have
the rights of a stockholder with respect to the voting of the Restricted Shares and receipt of dividends; provided that if the lapse of
restrictions with respect to the Restricted Stock Award is tied to the attainment of performance goals, any dividends paid by the Company
during the performance period shall accrue and shall not be paid to the grantee until and to the extent the performance goals are met
with respect to the Restricted Stock Award. Unless the Administrator shall otherwise determine, (i) uncertificated Restricted Shares
shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture
until such Restricted Shares are vested as provided in Section 7(d) below, and (ii) certificated Restricted Shares shall
remain in the possession of the Company until such Restricted Shares are vested as provided in Section 7(d) below, and the grantee
shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator may prescribe.


 


(c)            Restrictions.
Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided
herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate
or, subject to Section 16 below, in writing after the Award is issued, if a grantee’s employment (or other Service Relationship)
with the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have not vested at the time of termination
shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed
to have been reacquired by the Company at its original purchase price (if any) from such grantee or such grantee’s legal representative
simultaneously with such termination of employment (or other Service Relationship), and thereafter shall cease to represent any ownership
of the Company by the grantee or rights of the grantee as a stockholder. Following such deemed reacquisition of Restricted Shares that
are represented by physical certificates, a grantee shall surrender such certificates to the Company upon request without consideration.


 


(d)            Vesting
of Restricted Shares. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s right
of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals,
objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall be deemed
 “vested.”


 


SECTION 8. RESTRICTED
STOCK UNITS


 


(a)            Nature
of Restricted Stock Units. The Administrator may grant Restricted Stock Units under the Plan. A Restricted Stock Unit is an Award
of stock units that may be settled in shares of Stock (or cash, to the extent explicitly provided for in the Award Certificate) upon the
satisfaction of such restrictions and conditions at the time of grant. Conditions may be based on continuing employment (or other Service
Relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award shall
be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. Except in the case
of Restricted Stock Units with a deferred settlement date that complies with Section 409A, at the end of the vesting period, the
Restricted Stock Units, to the extent vested, shall be settled in the form of shares of Stock. Restricted Stock Units with deferred settlement
dates are subject to Section 409A and shall contain such additional terms and conditions as the Administrator shall determine in
its sole discretion in order to comply with the requirements of Section 409A.


 






    	 	11	 



     


    

 


(b)            Election
to Receive Restricted Stock Units in Lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee to elect
to receive a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Stock Units. Any
such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and
in accordance with Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation
that the grantee elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair Market Value of Stock
on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided herein. The
Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such
limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Stock Units that are elected
to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate.


 


(c)            Rights
as a Stockholder. A grantee shall have the rights as a stockholder only as to shares of Stock acquired by the grantee upon settlement
of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the stock
units underlying his Restricted Stock Units, subject to the provisions of Section 11 and such terms and conditions as the Administrator
may determine.


 


(d)            Termination.
Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing
after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon
the grantee’s termination of employment (or cessation of Service Relationship) with the Company and its Subsidiaries for any reason.


 


SECTION 9. UNRESTRICTED
STOCK AWARDS


 


Grant or Sale of Unrestricted
Stock. The Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted
Stock Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the grantee may receive shares of Stock free of
any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or
in lieu of cash compensation due to such grantee.


 






    	 	12	 



     


    

 


SECTION 10. CASH-BASED
AWARDS


 


Grant of Cash-Based Awards.
The Administrator may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a payment in
cash upon the attainment of specified performance goals. The Administrator shall determine the maximum duration of the Cash-Based Award,
the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable,
and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount,
formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance
with the terms of the Award and may be made in cash.


 





SECTION 11. DIVIDEND
EQUIVALENT RIGHTS


 


(a)            Dividend
Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award
entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend
Equivalent Right (or other Award to which it relates) if such shares had been issued to the grantee. A Dividend Equivalent Right may be
granted hereunder to any grantee as a component of an award of Restricted Stock Units or as a freestanding award. The terms and conditions
of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent
Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents.
Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend
reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination
thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted Stock Units
shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such
other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other
Award.


 


(b)            Termination.
Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing
after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon the grantee’s
termination of employment (or cessation of Service Relationship) with the Company and its Subsidiaries for any reason.


 


SECTION 12. Transferability
of Awards


 


(a)            Transferability.
Except as provided in Section 12(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by
the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall
be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution
or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind,
and any purported transfer in violation hereof shall be null and void.


 






    	 	13	 



     


    

 


(b)            Administrator
Action. Notwithstanding Section 12(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding
a given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or her Non-Qualified
Stock Options to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such
family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms
and conditions of this Plan and the applicable Award. In no event may an Award be transferred by a grantee for value.


 





(c)            Family
Member. For purposes of Section 12(b), “family member” shall mean a grantee’s child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant
of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in
which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own
more than 50 percent of the voting interests.


 


(d)            Designation
of Beneficiary. To the extent permitted by the Company, each grantee to whom an Award has been made under the Plan may designate a
beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death.
Any such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the
Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee,
the beneficiary shall be the grantee’s estate.


 


SECTION 13. TAX
WITHHOLDING


 


(a)            Payment
by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld
by the Company with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of
book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the
grantee.


 


(b)            Payment
in Stock. The Administrator may require the Company’s tax withholding obligation to be satisfied, in whole or in part, by the
Company withholding from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as
of the date the withholding is effected) that would satisfy the withholding amount due; provided, however, that the amount withheld does
not exceed the maximum statutory tax rate or such lesser amount as is necessary to avoid liability accounting treatment. For purposes
of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner as the value of Stock includible
in income of the grantees. The Administrator may also require the Company’s tax withholding obligation to be satisfied, in whole
or in part, by an arrangement whereby a certain number of shares of Stock issued pursuant to any Award are immediately sold and proceeds
from such sale are remitted to the Company in an amount that would satisfy the withholding amount due.


 






    	 	14	 



     


    

 


SECTION 14. Section 409A
awards


 





Awards are intended to be
exempt from Section 409A to the greatest extent possible and to otherwise comply with Section 409A. The Plan and all Awards
shall be interpreted in accordance with such intent. To the extent that any Award is determined to constitute “nonqualified deferred
compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional
rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard,
if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to
a grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall
be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or
(ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest,
penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any 409A Award may not be accelerated
except to the extent permitted by Section 409A. The Company makes no representation that any or all of the payments or benefits described
in the Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of
the Code from applying to any such payment. The grantee shall be solely responsible for the payment of any taxes and penalties incurred
under Section 409A.


 


SECTION 15. TERMINATION
OF SERVICE RELATIONSHIP, TRANSFER, LEAVE OF ABSENCE, ETC.


 


(a)            Termination
of Service Relationship. If the grantee’s Service Relationship is with an Affiliate and such Affiliate ceases to be an Affiliate,
the grantee shall be deemed to have terminated his or her Service Relationship for purposes of the Plan.


 


(b)            For
purposes of the Plan, the following events shall not be deemed a termination of a Service Relationship:


 


 (i)            a
transfer to the employment of the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another; or


 


 (ii)            an
approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s
right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was
granted or if the Administrator otherwise so provides in writing.


 


SECTION 16. AMENDMENTS
AND TERMINATION


 


The Board may, at any time,
amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying
changes in law or for any other lawful purpose, but no such action shall materially and adversely affect rights under any outstanding
Award without the holder’s consent. The Administrator is specifically authorized to exercise its discretion to reduce the exercise
price of outstanding Stock Options or Stock Appreciation Rights or effect the repricing of such Awards through cancellation and re-grants
or cancellation of Stock Options or Stock Appreciation Rights in exchange for cash or other Awards. To the extent required under the rules of
any securities exchange or market system on which the Stock is listed, to the extent determined by the Administrator to be required by
the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code, Plan amendments
shall be subject to approval by Company stockholders. Nothing in this Section 16 shall limit the Administrator’s authority
to take any action permitted pursuant to Section 3(b) or 3(c).


 






    	 	15	 



     


    

 


SECTION 17. STATUS
OF PLAN


 


With respect to the portion
of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall
have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in
connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements
to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence
of such trusts or other arrangements is consistent with the foregoing sentence.


 


SECTION 18. GENERAL
PROVISIONS


 


(a)            No
Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company
in writing that such person is acquiring the shares without a view to distribution thereof.


 


(b)            Issuance
of Stock. To the extent certificated, stock certificates to grantees under this Plan shall be deemed delivered for all purposes when
the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee,
at the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes when
the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by
United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and
recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein
to the contrary, the Company shall not be required to issue or deliver any evidence of book entry or certificates evidencing shares of
Stock pursuant to the exercise or settlement of any Award, unless and until the Administrator has determined, with advice of counsel (to
the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery is in compliance with all applicable
laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed,
quoted or traded. Any Stock issued pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Administrator
deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation
system on which the Stock is listed, quoted or traded. The Administrator may place legends on any Stock certificate or notations on any
book entry to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Administrator
may require that an individual make such reasonable covenants, agreements, and representations as the Administrator, in its discretion,
deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Administrator shall have the right
to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including
a window-period limitation, as may be imposed in the discretion of the Administrator.


 






    	 	16	 



     


    

 


(c)            Stockholder
Rights. Until Stock is deemed delivered in accordance with Section 18(b), no right to vote or receive dividends or any other
rights of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise
of a Stock Option or any other action by the grantee with respect to an Award.


 





(d)            Other
Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases.
The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or
any Subsidiary.


 


(e)            Trading
Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies
and procedures, as in effect from time to time.


 


(f)             Clawback
Policy. Awards under the Plan shall be subject to the Company’s clawback policy, as in effect from time to time.


 


SECTION 19. EFFECTIVE
DATE OF PLAN


 


This Plan shall become effective
upon the date immediately preceding the Registration Date subject to prior stockholder approval in accordance with applicable state law,
the Company’s bylaws and articles of incorporation, and applicable stock exchange rules. No grants of Stock Options and other Awards
may be made hereunder after the tenth anniversary of the Effective Date and no grants of Incentive Stock Options may be made hereunder
after the tenth anniversary of the date the Plan is approved by the Board.


 


SECTION 20. GOVERNING
LAW


 


This Plan and all Awards and
actions taken thereunder shall be governed by, and construed in accordance with, the General Corporation Law of the State of Delaware
as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal
laws of the State of Delaware applied without regard to conflict of law principles.


 


DATE APPROVED BY BOARD OF DIRECTORS: September 30,
2021


 


DATE APPROVED BY STOCKHOLDERS: October 22,
2021


 






    	 	17	 



     


    

 


 



 


RESTRICTED
STOCK AWARD AGREEMENT


UNDER THE Entrada Therapeutics, Inc.


2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Grantee:	 	 



 


	No. of Shares:	 	 



 


	Grant Date:	 	 



 


Pursuant to the Entrada Therapeutics, Inc.
2021 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Entrada Therapeutics, Inc. (the
 “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of
this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the
Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt
from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to
the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.


 


1.              Award.
The shares of Restricted Stock awarded hereunder shall be issued and held by the Company’s transfer agent in book entry form, and
the Grantee’s name shall be entered as the stockholder of record on the books of the Company. Thereupon, the Grantee shall have
all the rights of a stockholder with respect to such shares, including voting and dividend rights, subject, however, to the restrictions
and conditions specified in Paragraph 2 below. The Grantee shall (i) sign and deliver to the Company a copy of this Award Agreement
and (ii) deliver to the Company a stock power endorsed in blank.


 


2.              Restrictions
and Conditions.


 


(a)            Any
book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in
its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan.


 


(b)            Shares
of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee
prior to vesting.


 


(c)            If
the Grantee’s Service Relationship is voluntarily or involuntarily terminated for any reason (including death) prior to vesting
of shares of Restricted Stock granted herein, then, unless otherwise determined by the Administrator, all shares of Restricted Stock shall
immediately and automatically be forfeited and returned to the Company.


 






     


     


    

 


3.              Vesting
of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates
specified in the following schedule so long as the Grantee remains in a Service Relationship on such Dates. If a series of Vesting Dates
is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted
Stock specified as vested on such date.


 


	Incremental Number

of Shares Vested	Vesting Date
	 	 
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________


 


Subsequent to such Vesting
Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock. The
Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3.


 


4.              Dividends.
Dividends on shares of Restricted Stock shall be paid currently to the Grantee.


 


5.              Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Award shall be subject to and governed by all the terms and conditions
of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement
shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


6.              Transferability.
This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution.


 


7.              Tax
Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal
income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and
local taxes required by law to be withheld on account of such taxable event. Except in the case where an election is made pursuant to
Paragraph 8 below, the Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or
in part, by withholding from shares of Stock to be issued or released by the transfer agent a number of shares of Stock with an aggregate
Fair Market Value that would satisfy the withholding amount due.


 


8.              Election
Under Section 83(b). The Grantee and the Company hereby agree that the Grantee may, within 30 days following the Grant Date of
this Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code.
In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee acknowledges
that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the Section 83(b) election
and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents
with regard to such election.


 






    2 


     


    

 


9.              No
Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or
this Agreement to continue the Grantee’s Service Relationship and neither the Plan nor this Agreement shall interfere in any way
with the right of the Company or any Subsidiary to terminate the Service Relationship of the Grantee at any time.


 


 


10.            Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and
discussions between the parties concerning such subject matter.


 


11.            Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company,
its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal
or professional data, including but not limited to Social Security or other identification number, home address and telephone number,
date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer
to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant
Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes
the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have
access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.


 






    3 


     


    

 


12.            Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the
Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 


	 	ENTRADA THERAPEUTICS, INC.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Title:	



 


The foregoing Agreement is hereby accepted and
the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s
instructions to the Grantee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
	 	 	Grantee’s Signature
	 	 	 
		 	 
	 	 	Grantee’s name and address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 









    4


     


    

 


RESTRICTED
STOCK UNIT AWARD AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THE Entrada Therapeutics, Inc.

2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Grantee:	 	 



 


	No. of Restricted Stock Units:	 	 
	 
	Grant Date:	 	 



 


Pursuant to the Entrada Therapeutics, Inc.
2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Entrada Therapeutics, Inc. (the
 “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee
named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”)
of the Company.


 


1.              Restrictions
on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee,
and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of
Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.


 


2.              Vesting
of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting Date or
Dates specified in the following schedule so long as the Grantee remains in a Service Relationship on such Dates. If a series of Vesting
Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted
Stock Units specified as vested on such date.


 


	Incremental Number of

Restricted Stock Units Vested	Vesting Date
	 	 
	_____________ (___%)	_______________
	_____________ (___%)	_______________
	_____________ (___%)	_______________
	_____________ (___%)	_______________


 


The Administrator may at any
time accelerate the vesting schedule specified in this Paragraph 2.


 


3.              Termination
of Service Relationship. If the Grantee’s Service Relationship terminates for any reason (including death or disability) prior
to the satisfaction of the vesting conditions set forth in Paragraph 2 above, then, unless otherwise determined by the Administrator,
any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and
neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights
or interests in such unvested Restricted Stock Units.


 






    


     


    

 


4.              Issuance
of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the
end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate
number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter
have all the rights of a stockholder of the Company with respect to such shares.


 


5.              Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions
of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement
shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


6.              Section 409A
of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are
exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A
of the Code.


 


7.              No
Obligation to Continue in Service. Neither the Plan nor this Award confers upon the Grantee any rights with respect to continuance
as a Director or in any other Service Relationship.


 


8.              Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and
discussions between the parties concerning such subject matter.


 


9.              Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company,
its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal
or professional data, including but not limited to Social Security or other identification number, home address and telephone number,
date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer
to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant
Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes
the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have
access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.


 






    2


     


    

 


10.            Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the
Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 


	 	ENTRADA THERAPEUTICS, INC.
	 	 
	 	 	 
	 	By:	 
	 	 	Title:	 



 


The foregoing Agreement is hereby accepted and
the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s
instructions to the Grantee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	
	 	 	 	Grantee’s Signature
	 	 
	 	 
	 	Grantee’s name and address:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 



 






    3


     


    

 



 


RESTRICTED
STOCK UNIT AWARD AGREEMENT

FOR COMPANY EMPLOYEES AND CONSULTANTS

UNDER THE Entrada Therapeutics, Inc.

2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Grantee:	 	 



 


	No. of Restricted Stock Units:	 	 
	 
	Grant Date:	 	 



 


Pursuant to the Entrada Therapeutics, Inc.
2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Entrada Therapeutics, Inc. (the
 “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee
named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”)
of the Company.


 


1.              Restrictions
on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee,
and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of
Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.


 


2.              Vesting
of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting Date or
Dates specified in the following schedule so long as the Grantee remains in a Service Relationship on such Dates. If a series of Vesting
Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted
Stock Units specified as vested on such date.


 


	Incremental Number of

Restricted Stock Units Vested	Vesting Date
	 	 
	_____________ (___%)	_______________
	_____________ (___%)	_______________
	_____________ (___%)	_______________
	_____________ (___%)	_______________


 


The Administrator may at any
time accelerate the vesting schedule specified in this Paragraph 2.


 


3.              Termination
of Service Relationship. If the Grantee’s Service Relationship terminates for any reason (including death or disability) prior
to the satisfaction of the vesting conditions set forth in Paragraph 2 above, then, unless otherwise determined by the Administrator,
any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and
neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights
or interests in such unvested Restricted Stock Units.


 






    


     


    

 


4.              Issuance
of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the
end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate
number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter
have all the rights of a stockholder of the Company with respect to such shares.


 


5.              Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions
of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement
shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


6.              Tax
Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal
income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and
local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required
tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Grantee a number
of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.


 


7.             Section 409A
of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are
exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A
of the Code.


 


8.              No
Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or
this Agreement to continue the Grantee’s Service Relationship and neither the Plan nor this Agreement shall interfere in any way
with the right of the Company or any Subsidiary to terminate the Service Relationship of the Grantee at any time.


 


9.              Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and
discussions between the parties concerning such subject matter.


 


10.            Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company,
its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal
or professional data, including but not limited to Social Security or other identification number, home address and telephone number,
date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer
to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant
Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes
the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have
access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.


 






    2


     


    

 


11.            Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the
Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 


	 	ENTRADA THERAPEUTICS, INC.
	 	 
	 	 
	 	By:	 
	 	 	Title:	 



 


The foregoing Agreement is hereby accepted and
the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s
instructions to the Grantee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
	 	Grantee’s Signature
	 	 
	 	 
	 	Grantee’s name and address:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 



 






    3


     


    

 


NON-QUALIFIED
STOCK OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THe ENTRADA THERAPEUTICS, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Optionee:	 	 



 


	No. of Option Shares:	 	 
	 
	Option Exercise Price per Share:	$	 
	 	[FMV on Grant Date]	 
	 	 	 
	Grant Date:	 	 
	 	 	 
	Expiration Date:	 	 
	 	[No more than 10 years]	 
	 



 


Pursuant to the Entrada Therapeutics, Inc.
2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Entrada Therapeutics, Inc. (the
 “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company,
an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of
shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price
per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be
an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.


 


1.            Exercisability
Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below,
and subject to the discretion of the Administrator (as defined in Section 1 of the Plan) to accelerate the exercisability schedule
hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long
as the Optionee remains in a Service Relationship on such dates:


 


	Incremental Number of

Option Shares Exercisable	Exercisability Date
	 	 
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________


 






    


     


    

 


Once exercisable, this Stock
Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions
hereof and of the Plan.


 


2.              Manner
of Exercise.


 


(a)            The
Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock
Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares
purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase price
for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument
acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased
by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any
Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering
to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses
to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net
exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest
whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii),
(iii) and (iv) above. Payment instruments will be received subject to collection.


 


The transfer to the Optionee
on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt
from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements
contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement,
statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the
exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method,
the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.


 


(b)            The
shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of
the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations
in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance
shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant
to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name
shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend
and other ownership rights with respect to such shares of Stock.


 






    2


     


    

 


(c)            The
minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number
of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock
Option at the time.


 


(d)            Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.


 


3.              Termination
of Service Relationship. If the Optionee’s Service Relationship terminates, the period within which to exercise the Stock Option
may be subject to earlier termination as set forth below.


 


(a)            Termination
Due to Death. If the Optionee’s Service Relationship terminates by reason of the Optionee’s death, any portion of this
Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s
legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Unless otherwise
determined by the Administrator, any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately
and be of no further force or effect.


 


(b)            Other
Termination. If the Optionee’s Service Relationship terminates for any reason other than the Optionee’s death, any portion
of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date the Optionee’s Service Relationship
terminates, for a period of six months from the date the Optionee’s Service Relationship terminates or until the Expiration Date,
if earlier. Unless otherwise determined by the Administrator, any portion of this Stock Option that is not exercisable on the date the
Optionee’s Service Relationship terminates immediately and be of no further force or effect.


 


4.              Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in
this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


5.              Transferability.
This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only
by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.


 


6.              No
Obligation to Continue in Service. Neither the Plan nor this Stock Option confers upon the Optionee any rights with respect to continuance
as a Director or in any other Service Relationship.


 






    3


     


    

 


7.              Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements
and discussions between the parties concerning such subject matter.


 


8.              Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company,
its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal
or professional data, including but not limited to Social Security or other identification number, home address and telephone number,
date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer
to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant
Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes
the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall
have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable
law.


 


9.              Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 


	 	ENTRADA THERAPEUTICS, INC.
	 	 
	 	 
	 	By:	 
	 	 	Title:	 



 


The foregoing Agreement is hereby accepted and
the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s
instructions to the Optionee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
	 	Optionee’s Signature
	 	 
	 	 
	 	Optionee’s name and address:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 



 






    4


     


    

 



 


INCENTIVE STOCK
OPTION AGREEMENT

UNDER THE ENTRADA THERAPEUTICS, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Optionee:	 	 



 


	No. of Option Shares:	 	 



 


	Option Exercise Price per
    Share:	$	 	 






		[FMV on Grant Date (110%
    of FMV if a 10% owner)]






	 	 
	Grant Date:	 	 



 


	Expiration
    Date: 	 	 






		[up to 10 years (5 if a 10% owner)]



 


Pursuant to the Entrada Therapeutics, Inc.
2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Entrada Therapeutics, Inc. (the
 “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to
the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”),
of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein
and in the Plan.


 


1.              Exercisability
Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below,
and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule
hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long
as the Optionee remains in a Service Relationship on such dates:


 


	Incremental Number of

Option Shares Exercisable*	Exercisability Date
	 	 
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________


 


* Max. of $100,000 per yr.


 


Once exercisable, this Stock
Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions
hereof and of the Plan.


 






     


     


    

 


2.              Manner
of Exercise.


 


(a)            The
Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock
Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares
purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase price
for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument
acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased
by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any
Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; or (iii) by the Optionee delivering
to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses
to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination
of (i), (ii) and (iii) above. Payment instruments will be received subject to collection.


 


The transfer to the Optionee
on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt
from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements
contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement,
statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the
exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method,
the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.


 


(b)            The
shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of
the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations
in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance
shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant
to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name
shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend
and other ownership rights with respect to such shares of Stock.


 






    2 


     


    

 


(c)            Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.


 


3.              Termination
of Service Relationship. If the Optionee’s Service Relationship is terminated, the period within which to exercise the Stock
Option may be subject to earlier termination as set forth below.


 


(a)            Termination
Due to Death. If the Optionee’s Service Relationship terminates by reason of the Optionee’s death, any portion of this
Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s
legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Unless otherwise
determined by the Administrator, any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately
and be of no further force or effect.


 


(b)            Termination
Due to Disability. If the Optionee’s Service Relationship terminates by reason of the Optionee’s disability (as determined
by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such termination,
may thereafter be exercised by the Optionee for a period of 12 months from the date of disability or until the Expiration Date, if earlier.
Unless otherwise determined by the Administrator, any portion of this Stock Option that is not exercisable on the date of disability shall
terminate immediately and be of no further force or effect.


 


(c)            Termination
for Cause. If the Optionee’s Service Relationship terminates for Cause, any portion of this Stock Option outstanding on such
date shall terminate immediately and be of no further force and effect.


 


(d)            Other
Termination. If the Optionee’s Service Relationship terminates for any reason other than the Optionee’s death, the Optionee’s
disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date
may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until
the Expiration Date, if earlier. Unless otherwise determined by the Administrator, any portion of this Stock Option that is not exercisable
on the date of termination shall terminate immediately and be of no further force or effect.


 


The Administrator’s
determination of the reason for termination of the Optionee’s Service Relationship shall be conclusive and binding on the Optionee
and his or her representatives or legatees.


 


4.              Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in
this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


5.              Transferability.
This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only
by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.


 






    3 


     


    

 


6.              Status
of the Stock Option. This Stock Option is intended to qualify as an “incentive stock option” under Section 422 of
the Internal Revenue Code of 1986, as amended (the “Code”), but the Company does not represent or warrant that this Stock
Option qualifies as such. The Optionee should consult with his or her own tax advisors regarding the tax effects of this Stock Option
and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited
to, holding period requirements. To the extent any portion of this Stock Option does not so qualify as an “incentive stock option,”
such portion shall be deemed to be a non-qualified stock option. If the Optionee intends to dispose or does dispose (whether by sale,
gift, transfer or otherwise) of any Option Shares within the one-year period beginning on the date after the transfer of such shares to
him or her, or within the two-year period beginning on the day after the grant of this Stock Option, he or she will so notify the Company
within 30 days after such disposition.


 


7.              Tax
Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for
Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state,
and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required
tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Optionee a number
of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.


 


8.              No
Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or
this Agreement to continue the Optionee’s Service Relationship and neither the Plan nor this Agreement shall interfere in any way
with the right of the Company or any Subsidiary to terminate the Service Relationship of the Optionee at any time.


 


9.              Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements
and discussions between the parties concerning such subject matter.


 


10.            Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company,
its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal
or professional data, including but not limited to Social Security or other identification number, home address and telephone number,
date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer
to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant
Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes
the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall
have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable
law.


 






    4 


     


    

 


11.            Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 


	 	Entrada Therapeutics, Inc.
	 	 
	 	 
	 	By: 	 
	 	 	Title:



 


The foregoing Agreement is hereby accepted and
the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s
instructions to the Optionee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
	 	 	Optionee’s Signature
	 	 	 
	 	 	 
	 	 	Optionee’s name and address:
	 	 	 
	 	 	 
	 	 	 



 






    5 


     


    

 



 


NON-QUALIFIED
STOCK OPTION AGREEMENT

FOR COMPANY EMPLOYEES and consultants

UNDER THE Entrada Therapeutics, Inc.

2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Optionee:	 	 




 





	No. of Option Shares:	 	 


 





	Option Exercise Price per
    Share:	$	 	 





		[FMV on Grant Date]





	 	 
	Grant Date:	 	 


 





	Expiration
    Date: 	 	 


 


Pursuant to the Entrada Therapeutics, Inc.
2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Entrada Therapeutics, Inc. (the
 “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to
the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”)
of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein
and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal
Revenue Code of 1986, as amended.


 


1.              Exercisability
Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below,
and subject to the discretion of the Administrator (as defined in Section 1 of the Plan) to accelerate the exercisability schedule
hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long
as Optionee remains in a Service Relationship on such dates:


 


	Incremental Number of

Option Shares Exercisable	Exercisability Date
	 	 
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________


 


Once exercisable, this Stock
Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions
hereof and of the Plan.


 






     


     


    

 


2.              Manner
of Exercise.


 


(a)            The
Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock
Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares
purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase price
for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument
acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased
by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any
Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering
to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses
to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net
exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest
whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii),
(iii) and (iv) above. Payment instruments will be received subject to collection.


 


The transfer to the Optionee
on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt
from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements
contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement,
statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the
exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method,
the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.


 


(b)            The
shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of
the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations
in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance
shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant
to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name
shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend
and other ownership rights with respect to such shares of Stock.


 






    2 


     


    

 


(c)            Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.


 


3.              Termination
of Service Relationship. If the Optionee’s Service Relationship is terminated, the period within which to exercise the Stock
Option may be subject to earlier termination as set forth below.


 


(a)            Termination
Due to Death. If the Optionee’s Service Relationship terminates by reason of the Optionee’s death, any portion of this
Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s
legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Unless otherwise
determined by the Administrator, any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately
and be of no further force or effect.


 


(b)            Termination
Due to Disability. If the Optionee’s Service Relationship terminates by reason of the Optionee’s disability (as determined
by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such termination,
may thereafter be exercised by the Optionee for a period of 12 months from the date of disability or until the Expiration Date, if earlier.
Unless otherwise determined by the Administrator, any portion of this Stock Option that is not exercisable on the date of disability shall
terminate immediately and be of no further force or effect.


 


(c)            Termination
for Cause. If the Optionee’s Service Relationship terminates for Cause, any portion of this Stock Option outstanding on such
date shall terminate immediately and be of no further force and effect.


 


(d)            Other
Termination. If the Optionee’s Service Relationship terminates for any reason other than the Optionee’s death, the Optionee’s
disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may
be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until
the Expiration Date, if earlier. Unless otherwise determined by the Administrator, any portion of this Stock Option that is not exercisable
on the date of termination shall terminate immediately and be of no further force or effect.


 


The Administrator’s
determination of the reason for termination of the Optionee’s Service Relationship shall be conclusive and binding on the Optionee
and his or her representatives or legatees.


 


4.              Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in
this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 






    3 


     


    

 


5.              Transferability.
This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only
by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.


 


6.              Tax
Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for
Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state,
and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required
tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Optionee a number
of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.


 


7.              No
Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or
this Agreement to continue the Optionee’s Service Relationship and neither the Plan nor this Agreement shall interfere in any way
with the right of the Company or any Subsidiary to terminate the Service Relationship of the Optionee at any time.


 


8.              Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements
and discussions between the parties concerning such subject matter.


 


9.              Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company,
its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal
or professional data, including but not limited to Social Security or other identification number, home address and telephone number,
date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer
to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant
Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes
the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall
have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable
law.


 






    4 


     


    

 


10.            Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 


	 	Entrada Therapeutics, Inc.
	 	 
	 	 
	 	By: 	 
	 	 	Title:




 


The foregoing Agreement is hereby accepted and
the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s
instructions to the Optionee (including through an online acceptance process) is acceptable.


 





	Dated:	 	 	 
	 	 	Optionee’s Signature
	 	 	 
	 	 	 
	 	 	Optionee’s name and address:
	 	 	 
	 	 	 
	 	 	 


 






    5