Exhibit 10.4


 


EDGEWISE THERAPEUTICS, INC.


 


2021 EMPLOYEE STOCK PURCHASE PLAN


  


1.             Purpose.
The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common
Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended
to qualify as an “employee stock purchase plan” under Code Section 423 (the “423 Component”)
and a component that is not intended to qualify as an “employee stock purchase plan” under Code Section 423 (the
 “Non-423 Component”). The provisions of the 423 Component, accordingly, will be construed so as to extend
and limit Plan participation in a uniform and nondiscriminatory basis consistent with the requirements of Code Section 423.
In addition, this Plan authorizes the grant of an option to purchase shares of Common Stock under the Non-423 Component that
does not qualify as an “employee stock purchase plan” under Code Section 423; an option granted under the Non-423 Component
will provide for substantially the same benefits as an option granted under the 423 Component, except that a Non-423 Component
option may include features necessary to comply with applicable non-U.S. laws pursuant to rules, procedures or sub-plans adopted
by the Administrator. Except as otherwise provided herein or by the Administrator, the Non-423 Component will operate and
be administered in the same manner as the 423 Component.


 


2.             Definitions.


 


2.1           “Administrator”
means the Board or any Committee designated by the Board to administer the Plan pursuant to Section 3.


 


2.2           “Applicable
Laws” means the legal and regulatory requirements relating to the administration of equity-based awards, including but
not limited to the related issuance of shares of Common Stock, including but not limited to, under U.S. federal and state corporate
laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed
or quoted and the applicable laws of any non-U.S. country or jurisdiction where options are, or will be, granted under the Plan.


 


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


 


2.4           “Change
in Control” means the occurrence of any of the following events:


 


(a)            Change
in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more
than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together
with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company;
provided, however, that for purposes of this subsection (a), the acquisition of additional stock by any one Person, who is
considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a
Change in Control; provided, further, that any change in the ownership of the stock of the Company as a result of a private financing
of the Company that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the
Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially
the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership,
direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or
of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (a).
For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting
securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or
through one or more subsidiary corporations or other business entities; or


 






     


     


    

 


(b)           Change
in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the
Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board
is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of
the members of the Board prior to the date of the appointment or election. For purposes of this subsection (b), if any Person
is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person
will not be considered a Change in Control; or


 


(c)            Change
in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of
the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month
period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross
fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company
immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following
will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an
entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets
by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect
to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned,
directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the
total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of
the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C).
For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of
the assets being disposed of, determined without regard to any liabilities associated with such assets.


 


For purposes of this
Section 2.4, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction with the Company.


 


Notwithstanding the foregoing,
a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning
of Section 409A.


 


Further and for the avoidance
of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of
the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company’s securities immediately before such transaction.


 






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2.5           “Code”
means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder
will include such section or regulation, any valid regulation or other formal guidance of general or direct applicability promulgated
under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding
such section or regulation.


 


2.6           “Committee”
means a committee of the Board appointed in accordance with Section 3 hereof.


 


2.7           “Common
Stock” means the common stock of the Company.


 


2.8           “Company”
means Edgewise Therapeutics, Inc., a Delaware corporation, or any successor thereto.


 


2.9         “Compensation”
means an Eligible Employee’s base straight time gross earnings, but exclusive of payments for overtime, shift premium, commissions,
incentive compensation, equity compensation, bonuses and other similar compensation. The Administrator, in its discretion, may,
on a uniform and nondiscriminatory basis, establish a different definition of Compensation for a subsequent Offering Period.


 


2.10       “Contributions”
means the payroll deductions and other additional payments that the Company may permit to be made by a Participant to fund the
exercise of options granted pursuant to the Plan.


 


2.11         “Designated
Company” means any Subsidiary or affiliate of the Company that has been designated by the Administrator from time to
time in its sole discretion as eligible to participate in the Plan. For purposes of the 423 Component, only the Company and
its Subsidiaries may be Designated Companies, provided, however that at any given time, a Subsidiary or affiliate of the Company
that is a Designated Company under the 423 Component will not be a Designated Company under the Non-423 Component.


 


2.12         “Director”
means a member of the Board.


 


2.13        “Eligible
Employee” means any individual who is a common law employee providing services to the Company or a Designated Company
and is customarily employed for at least twenty (20) hours per week and more than five (5) months in any calendar
year by the Employer, or any lesser number of hours per week and/or number of months in any calendar year established by the Administrator
(if required under Applicable Laws) for purposes of any separate Offering or for Participants in the Non-423 Component. For
purposes of the Plan, the employment relationship will be treated as continuing intact while the individual is on sick leave or
other leave of absence that the Employer approves or is legally protected under Applicable Laws with respect to the Participant’s
participation in the Plan. Where the period of leave exceeds three (3) months and the individual’s right to reemployment
is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated three (3) months
and one (1) day following the commencement of such leave. The Administrator, in its discretion, from time to time may,
prior to an Enrollment Date for all options to be granted on such Enrollment Date in an Offering, determine (for each Offering
under the 423 Component, on a uniform and nondiscriminatory basis or as otherwise permitted by U.S. Treasury Regulations Section 1.423-2)
that the definition of Eligible Employee will or will not include an individual if he or she: (a) has not completed at least
two (2) years of service since his or her last hire date (or such lesser period of time as may be determined by the Administrator
in its discretion), (b) customarily works not more than twenty (20) hours per week (or such lesser period of time as
may be determined by the Administrator in its discretion), (c) customarily works not more than five (5) months per
calendar year (or such lesser period of time as may be determined by the Administrator in its discretion), (d) is a highly
compensated employee within the meaning of Code Section 414(q), or (e) is a highly compensated employee within the meaning
of Code Section 414(q) with compensation above a certain level or is an officer or subject to the disclosure requirements
of Section 16(a) of the Exchange Act, provided the exclusion is applied with respect to each Offering under the 423 Component
in an identical manner to all highly compensated individuals of the Employer whose employees are participating in that Offering.
Each exclusion will be applied with respect to an Offering under the 423 Component in a manner complying with U.S. Treasury
Regulations Section 1.423-2(e)(2)(ii). Such exclusions may be applied with respect to an Offering under the Non-423 Component
without regard to the limitations of U.S. Treasury Regulations Section 1.423-2.


 






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2.14         “Employer”
means the employer of the applicable Eligible Employee(s).


 


2.15         “Enrollment
Date” means the first Trading Day of each Offering Period.


 


2.16         “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated
thereunder.


 


2.17         “Exercise
Date” means the first Trading Day on or after May 15 or November 15 of each Offering Period, as applicable,
provided that the first Exercise Date under the Plan will be the first Trading Day on or after November 15, 2021. Notwithstanding
the foregoing, in the event that an Offering Period is terminated prior to its expiration pursuant to Section 18, the Administrator,
in its sole discretion, may determine that any Purchase Period also terminating under such Offering Period will terminate without
options being exercised on the Exercise Date(s) that otherwise would have occurred on the last Trading Day of such Purchase
Period.


 


2.18         “Fair
Market Value” means, as of any date and unless the Administrator determines otherwise, the value of Common Stock determined
as follows:


 


(a)            If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New
York Stock Exchange or the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market of The Nasdaq Stock
Market, its Fair Market Value will be the closing sales price for such stock (or, if no closing sales price was reported on that
date, as applicable, on the last Trading Day such closing sales price was reported) as quoted on such exchange or system on the
date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


 






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(b)            If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value
of a share of Common Stock will be the mean between the high bid and low asked prices for the Common Stock on the day of determination
(or if no bids and asks were reported on that date, as applicable, on the last Trading Day such bids and asks were reported),
as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


 


(c)            For
purposes of the Enrollment Date of the first Offering Period under the Plan, the Fair Market Value will be the initial price to
the public as set forth in the final prospectus included within the registration statement on Form S-1 filed with the Securities
and Exchange Commission for the initial public offering of the Common Stock (the “Registration Statement”);
or


 


(d)            In
the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.


 


The determination of fair market value for
purposes of tax withholding may be made in the Administrator’s discretion subject to Applicable Laws and is not required
to be consistent with the determination of Fair Market Value for other purposes.


 


2.19         “Fiscal
Year” means the fiscal year of the Company.


 


2.20         “New
Exercise Date” means a new Exercise Date if the Administrator shortens any Offering Period then in progress.


 


2.21         “Offering”
means an offer under the Plan of an option that may be exercised during an Offering Period as further described in Section 6.
For purposes of the Plan, the Administrator may designate separate Offerings under the Plan (the terms of which need not be identical)
in which Eligible Employees of one or more Employers will participate, even if the dates of the applicable Offering Periods of
each such Offering are identical and the provisions of the Plan will separately apply to each Offering. To the extent permitted
by U.S. Treasury Regulations Section 1.423-2(a)(1), the terms of each Offering need not be identical provided that the terms
of the Plan and an Offering together satisfy U.S. Treasury Regulations Section 1.423-2(a)(2) and (a)(3).


 


2.22       “Offering
Periods” means the consecutive, overlapping periods of approximately twelve (12) months during which an option granted
pursuant to the Plan may be exercised, commencing on the first Trading Day on or after May 15 and November 15 of each
year and terminating on the first Trading Day on or after November 15 and May 15, approximately twelve (12) months
later; provided, however, that the first Offering Period under the Plan will commence with the first Trading Day on or after the
date on which the Securities and Exchange Commission declares the Company’s Registration Statement effective and will end
on the first Trading Day on or after May 15, 2022, and provided, further, that the second Offering Period under the Plan will
commence on the first Trading Day on or after November 15, 2021. The duration and timing of Offering Periods may be changed
pursuant to Sections 6 and 18.


 


2.23         “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).


 






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2.24         “Participant”
means an Eligible Employee that participates in the Plan.


 


2.25         “Plan”
means this Edgewise Therapeutics, Inc. 2021 Employee Stock Purchase Plan.


 


2.26         “Purchase
Period” means the period or period(s) during an Offering Period and during which shares of Common Stock may be purchased
on behalf of Participants thereunder in accordance with the terms of the Plan. For the first Offering Period, Purchase Periods
will (i) commence on the first Trading Day on or after the Registration Date and November 15, 2021 and (ii) terminate
on the last Trading Day on or before November 15, 2021, and May 15, 2022, respectively. Unless the Administrator provides
otherwise, Purchase Periods for all other Offering Periods will (i) commence on the first Trading Day on or after May 15
and November 15 and (ii) terminate on the last Trading Day on or before November 15 of the same year and May 15
of the following year, respectively.


 


2.27         “Purchase
Price” means an amount equal to eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the
Enrollment Date or on the Exercise Date, whichever is lower; provided however, that the Purchase Price may be determined for subsequent
Offering Periods by the Administrator subject to compliance with Code Section 423 (or any successor rule or provision
or any other Applicable Law, regulation or stock exchange rule) or pursuant to Section 18.


 


2.28         “Registration
Date” means the effective date of the first registration statement that is filed by the Company and declared effective
pursuant to Section 12(b) of the Exchange Act, with respect to any class of the Company’s securities.


 


2.29         “Section 409A”
means Code Section 409A and the U.S. Treasury Regulations and guidance thereunder, and any applicable state law equivalent,
as each may be promulgated, amended or modified from time to time.


 


2.30         “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).


 


2.31         “Trading
Day” means a day that the primary stock exchange, national market system, or other trading platform, as applicable, upon
which the Common Stock is listed (or otherwise trades regularly, as determined by the Administrator, in its sole discretion) is
open for trading.


 


2.32         “U.S.
Treasury Regulations” means the Treasury Regulations of the Code. Reference to a specific Treasury Regulation or Section of
the Code will include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable
provision of any future legislation or regulation amending, supplementing or superseding such Section or regulation.


 


3.             Stock.


 


3.1           Stock
Subject to the Plan. Subject to adjustment upon changes in capitalization of the Company as provided in Section 17 hereof,
the maximum number of shares of Common Stock that will be made available for sale under the Plan will be equal to 504,000 shares
of Common Stock.


 






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3.2           Automatic
Share Reserve Increase. Subject to adjustment upon changes in capitalization of the Company as provided in Section 17
hereof, the number of shares of Common Stock available for issuance under the Plan will be increased on the first day of each Fiscal
Year beginning with the 2022 Fiscal Year in an amount equal to the least of (a) 1,008,000 shares of Common Stock,
(b) one percent (1%) of the outstanding shares of Common Stock on the last day of the immediately preceding Fiscal Year, or
(c) such number of Shares determined by the Board no later than the last day of the immediately preceding Fiscal Year. The
shares of Common Stock may be authorized, but unissued, or reacquired Common Stock.


 


4.             Administration.
The Plan will be administered by the Board or a Committee appointed by the Board, which Committee will be constituted to comply
with Applicable Laws. The Administrator will have full and exclusive discretionary authority to


 


(a)            construe,
interpret and apply the terms of the Plan,


 


(b)            delegate
ministerial duties to any of the Company’s employees,


 


(c)            designate
separate Offerings under the Plan,


 


(d)            designate
Subsidiaries and affiliates as participating in the 423 Component or Non-423 Component,


 


(e)            determine
eligibility,


 


(f)             adjudicate
all disputed claims filed under the Plan, and


 


(g)            establish
such procedures that it deems necessary or advisable for the administration of the Plan (including, without limitation, to adopt
such procedures, sub-plans, and appendices to the enrollment agreement as are necessary or appropriate to permit the participation
in the Plan by employees who are foreign nationals or employed outside the U.S., the terms of which sub-plans and appendices may
take precedence over other provisions of this Plan, with the exception of Section 3 hereof, but unless otherwise superseded
by the terms of such sub-plan or appendix, the provisions of this Plan will govern the operation of such sub-plan or appendix).
Unless otherwise determined by the Administrator, the Eligible Employees eligible to participate in each sub-plan will participate
in a separate Offering under the 423 Component, or if the terms would not qualify under the 423 Component, in the Non-423 Component,
in either case unless such designation would cause the 423 Component to violate the requirements of Code Section 423.


 


Without limiting the
generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding eligibility
to participate, the definition of Compensation, handling of Contributions, making of Contributions to the Plan (including, without
limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold Contributions, payment of
interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements,
withholding procedures and handling of stock certificates that vary with applicable local requirements. The Administrator also
is authorized to determine that, to the extent permitted by U.S. Treasury Regulations Section 1.423-2(f), the terms of an
option granted under the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable than the
terms of options granted under the Plan or the same Offering to employees resident solely in the U.S. Every finding, decision and
determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties.


 





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5.             Eligibility.


 


5.1            First
Offering Period. Any individual who is an Eligible Employee immediately prior to the first Offering Period automatically will
be enrolled in the first Offering Period.


 


5.2            Subsequent
Offering Periods. Any Eligible Employee on a given Enrollment Date subsequent to the first Offering Period will be eligible
to participate in the Plan, subject to the requirements of Section 7.


 


5.3            Non-U.S.
Employees. Eligible Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they also
are citizens or residents of the United States or resident aliens (within the meaning of Code Section 7701(b)(1)(A))) may
be excluded from participation in the Plan or an Offering if the participation of such Eligible Employees is prohibited under the
laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan or an Offering
to violate Code Section 423. In the case of the Non-423 Component, an Eligible Employee may be excluded from participation
in the Plan or an Offering if the Administrator has determined that participation of such Eligible Employee is not advisable or
practicable.


 


5.4            Limitations.
Any provisions of the Plan to the contrary notwithstanding, no Eligible Employee will be granted an option under the Plan (a) to
the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such
Eligible Employee pursuant to Code Section 424(d)) would own capital stock of the Company or any Parent or Subsidiary of the
Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting
power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary of the Company, or (b) to
the extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in Code Section 423)
of the Company or any Parent or Subsidiary of the Company accrues at a rate, which exceeds twenty-five thousand dollars ($25,000)
worth of stock (determined at the Fair Market Value of the stock at the time such option is granted) for each calendar year in
which such option is outstanding at any time, as determined in accordance with Code Section 423 and the regulations thereunder.


 


6.             Offering
Periods. The Plan will be implemented by consecutive, overlapping Offering Periods with a new Offering Period commencing on
the first Trading Day on or after May 15 and November 15 each year, or on such other date as the Administrator will determine;
provided, however, that the first Offering Period under the Plan will commence with the first Trading Day on or after the Registration
Date and end on the first Trading Day on or after May 15, 2022, and provided, further, that the second Offering Period
under the Plan will commence on the first Trading Day on or after November 15, 2021. The Administrator will have the power
to change the duration of Offering Periods (including the commencement dates thereof) with respect to future Offerings without
stockholder approval if such change is announced prior to the scheduled beginning of the first Offering Period to be affected thereafter;
provided, however, that no Offering Period may last more than twenty-seven (27) months.


 



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7.             Participation.


 


7.1            First
Offering Period. An Eligible Employee will be entitled to continue to participate in the first Offering Period pursuant to
Section 5.1 only if such individual submits a subscription agreement authorizing Contributions in a form determined by the
Administrator (which may be similar to the form attached hereto as Exhibit A) to the Company’s designated plan
administrator (a) no earlier than the effective date of the Form S-8 registration statement with respect to the issuance
of Common Stock under this Plan and (b) with respect to the first Offering Period, no later than ten (10) business
days following the effective date of such Form S-8 registration statement or such other date as the Administrator may determine
(the “Enrollment Window”). An Eligible Employee’s failure to submit the subscription agreement during
the Enrollment Window will result in the automatic termination of such individual’s participation in the first Offering Period.


 


7.2            Subsequent
Offering Periods. An Eligible Employee may participate in the Plan pursuant to Section 5.2 by (a) submitting to the
Company’s stock administration office (or its designee), a properly completed subscription agreement authorizing Contributions
in the form provided by the Administrator for such purpose, or (b) following an electronic or other enrollment procedure determined
by the Administrator, in either case, on or before a date determined by the Administrator prior to an applicable Enrollment Date.


 


8.             Contributions.


 


8.1            Contribution
Amounts. At the time a Participant enrolls in the Plan pursuant to Section 7, he or she will elect to have Contributions
(in the form of payroll deductions or otherwise, to the extent permitted by the Administrator) made on each pay day during the
Offering Period in an amount not exceeding fifteen percent (15%) of the Compensation, which he or she receives on each pay day
during the Offering Period; provided, however, that should a pay day occur on an Exercise Date, a Participant will have any Contributions
made on such day applied to his or her account under the then-current Purchase Period or Offering Period.


 


8.2            Contribution
Methods. The Administrator, in its sole discretion, may permit all Participants in a specified Offering to contribute amounts
to the Plan through payment by cash, check or other means set forth in the subscription agreement prior to each Exercise Date of
each Offering Period. A Participant’s subscription agreement will remain in effect for successive Offering Periods unless
terminated as provided in Section 12 hereof.


 


(a)            In
the event Contributions are made in the form of payroll deductions, such payroll deductions for a Participant will commence on
the first pay day following the Enrollment Date and will end on the last pay day on or prior to the last Exercise Date of such
Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in Section 12
hereof; provided, however, that for the first Offering Period, payroll deductions will commence on the first pay day on or following
the end of the Enrollment Window.


 



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(b)            All
Contributions made for a Participant will be credited to his or her account under the Plan and Contributions will be made in whole
percentages of his or her Compensation only. A Participant may not make any additional payments into such account.


 


8.3           Participant
Changes to Contributions. A Participant may discontinue his or her participation in the Plan as provided under Section 12.
Until and unless determined otherwise by the Administrator, in its sole discretion, during any Offering Period, a Participant may
not increase the rate of his or her Contributions and may decrease the rate of his or her Contributions only one (1) time,
provided that such decrease is to a Contribution rate of zero percent (0%). In addition, until and unless determined otherwise
by the Administrator, in its sole discretion, during any Offering Period, a Participant may increase or decrease the rate of his
or her Contributions (as a whole percent to a rate between zero percent (0%) and the maximum percentage specified in Section 8.1),
which Contribution rate adjustment will become effective upon the commencement of the next Offering Period and remain in effect
for subsequent Offering Periods and, except as set forth in the immediately preceding sentence, any such adjustment will not affect
the Contribution rate for any ongoing Offering Period.


 


(a)            A
Participant may make a Contribution rate adjustment pursuant to this Section 8.3 by (A) properly completing and submitting
to the Company’s stock administration office (or its designee), a new subscription agreement authorizing the change in Contribution
rate in the form provided by the Administrator for such purpose, or (B) following an electronic or other procedure prescribed
by the Administrator, in either case, on or before a date determined by the Administrator prior to (x) the scheduled beginning
of the first Offering Period to be affected or (y) an applicable Exercise Date, as applicable. If a Participant has not followed
such procedures to change the rate of Contributions, the rate of his or her Contributions will continue at the originally elected
rate throughout the Offering Period and future Offering Periods (unless the Participant’s participation is terminated as
provided in Sections 12 or 13).


 


(b)            The
Administrator may, in its sole discretion, limit or amend the nature and/or number of Contribution rate changes (including to permit,
prohibit and/or limit increases and/or decreases to rate changes) that may be made by Participants during any Purchase Period or
Offering Period, and may establish such other conditions or limitations as it deems appropriate for Plan administration.


 


(c)            Any
change in Contribution rate made pursuant to this Section 8.3 will be effective as of the first full payroll period following
five (5) business days after the date on which the change is made by the Participant (unless the Administrator, in its
sole discretion, elects to process a given change in Contribution rate earlier).


 


8.4            Other
Contribution Changes. Notwithstanding the foregoing, to the extent necessary to comply with Code Section 423(b)(8) and
Section 5.4 hereof (which generally limit participation in an Offering Period pursuant to certain Applicable Laws), a Participant’s
Contributions may be decreased to zero percent (0%) by the Administrator at any time during an Offering Period (or a Purchase Period,
as applicable). Subject to Code Section 423(b)(8) and Section 5.4 hereof, Contributions will recommence at the rate
originally elected by the Participant effective as of the beginning of the first Offering Period (or Purchase Period, as applicable)
scheduled to end in the following calendar year, unless the Participant’s participation has terminated as provided in Sections 12
or 13.


 



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8.5            Cash
Contributions. Notwithstanding any provisions to the contrary in the Plan, the Administrator may allow Participants to participate
in the Plan via cash contributions instead of payroll deductions if (a) payroll deductions are not permitted or advisable
under Applicable Laws, (b) the Administrator determines that cash contributions are permissible for Participants participating
in the 423 Component and/or (c) the Participants are participating in the Non-423 Component.


 


8.6            Tax
Withholdings. At the time the option is exercised, in whole or in part, or at the time some or all of the Common Stock issued
under the Plan is disposed of (or at any other time that a taxable event related to the Plan occurs), the Participant must make
adequate provision for the Company’s or Employer’s federal, state, local or any other tax liability payable to any
authority including taxes imposed by jurisdictions outside of the U.S., national insurance, social security or other tax withholding
or payment on account obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock (or
any other time that a taxable event related to the Plan occurs). At any time, the Company or the Employer may, but will not be
obligated to, withhold from the Participant’s compensation the amount necessary for the Company or the Employer to meet applicable
withholding obligations, including any withholding required to make available to the Company or the Employer any tax deductions
or benefits attributable to the sale or early disposition of Common Stock by the Eligible Employee. In addition, the Company or
the Employer may, but will not be obligated to, withhold from the proceeds of the sale of Common Stock or use any other method
of withholding the Company or the Employer deems appropriate to the extent permitted by U.S. Treasury Regulations Section 1.423-2(f).


 


8.7            Use
of Funds. The Company may use all Contributions received or held by it under the Plan for any corporate purpose, and the Company
will not be obligated to segregate such Contributions except under Offerings or for Participants in the Non-423 Component
for which Applicable Laws require that Contributions to the Plan by Participants be segregated from the Company’s general
corporate funds and/or deposited with an independent third party, provided that, if such segregation or deposit with an independent
third party is required by Applicable Laws, it will apply to all Participants in the relevant Offering under the 423 Component,
except to the extent otherwise permitted by U.S. Treasury Regulations Section 1.423-2(f). Until shares of Common Stock are
issued, Participants will have only the rights of an unsecured creditor with respect to such shares.


 


9.             Grant
of Option. On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period will
be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number
of shares of Common Stock determined by dividing such Eligible Employee’s Contributions accumulated prior to such Exercise
Date and retained in the Eligible Employee’s account as of the Exercise Date by the applicable Purchase Price.


 






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9.1            Certain
Option Limits. In no event will an Eligible Employee be permitted to purchase during each Offering Period more than 3,000
shares of Common Stock (subject to any adjustment pursuant to Section 17), and provided further that such purchase will be
subject to the limitations set forth in Sections 3 and 5.4 and in the subscription agreement. For future Offering Periods,
the Administrator, in its absolute discretion, may increase or decrease the maximum number of shares of Common Stock that an Eligible
Employee may purchase during each Purchase Period or Offering Period, as applicable.


 


9.2            Option
Receipt. The Eligible Employee may accept the grant of such option (i) with respect to the first Offering Period by submitting
a properly completed subscription agreement in accordance with the requirements of Section 7 on or before the last day of
the Enrollment Window, and (ii) with respect to any subsequent Offering Period under the Plan, by electing to participate
in the Plan in accordance with the requirements of Section 7.


 


9.3            Option
Term. Exercise of the option will occur as provided in Section 10, unless the Participant’s participation has terminated
pursuant to Sections 12 or 13. The option will expire on the last day of the Offering Period.


 


10.           Exercise
of Option.


 


10.1          Automatic
Exercise. Unless a Participant’s participation in the Plan has terminated as provided in Sections 12 and 13, his
or her option for the purchase of shares of Common Stock will be exercised automatically on the Exercise Date, and the maximum
number of full shares subject to the option will be purchased for such Participant at the applicable Purchase Price with the accumulated
Contributions from his or her account. No fractional shares of Common Stock will be purchased; any Contributions accumulated in
a Participant’s account, which are not sufficient to purchase a full share will be retained in the Participant’s account
for the subsequent Purchase Period or Offering Period, as applicable, subject to earlier withdrawal by the Participant as provided
in Sections 12 or 13. Any other funds left over in a Participant’s account after the Exercise Date will be returned
to the Participant. During a Participant’s lifetime, a Participant’s option to purchase shares of Common Stock hereunder
is exercisable only by him or her.


 


10.2          Pro
Rata Allocations. If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with
respect to which options are to be exercised may exceed (a) the number of shares of Common Stock that were available for sale
under the Plan on the Enrollment Date of the applicable Offering Period, or (b) the number of shares of Common Stock available
for sale under the Plan on such Exercise Date, the Administrator may in its sole discretion (x) provide that the Company will
make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment Date or Exercise Date, as applicable,
in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all Participants
exercising options to purchase Common Stock on such Exercise Date, and continue all Offering Periods then in effect or (y) provide
that the Company will make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment Date or
Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to
be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all
Offering Periods then in effect pursuant to Section 18. The Company may make a pro rata allocation of the shares of Common
Stock available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional shares of Common Stock for issuance under the Plan by the Company’s stockholders subsequent to
such Enrollment Date.


 



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11.           Delivery.
As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will
arrange the delivery to each Participant of the shares purchased upon exercise of his or her option in a form determined by the
Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or require
that shares be deposited directly with a broker designated by the Company or with a trustee or designated agent of the Company,
and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares be retained
with such broker, trustee or agent for a designated period of time and/or may establish other procedures to permit tracking of
disqualifying dispositions or other dispositions of such shares. No Participant will have any voting, dividend, or other stockholder
rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been purchased
and delivered to the Participant as provided in this Section 11.


 


12.           Withdrawal.


 


12.1         Withdrawal
Procedures. A Participant may withdraw all but not less than all the Contributions credited to his or her account and not yet
used to exercise his or her option under the Plan at any time by (a) submitting to the Company’s stock administration
office (or its designee) a written notice of withdrawal in the form determined by the Administrator for such purpose (which may
be similar to the form attached hereto as Exhibit B), or (b) following an electronic or other withdrawal procedure
determined by the Administrator. The Administrator may set forth a deadline of when a withdrawal must occur to be effective prior
to a given Exercise Date in accordance with policies it may approve from time to time. All of the Participant’s Contributions
credited to his or her account will be paid to such Participant as soon as administratively practicable after receipt of notice
of withdrawal and such Participant’s option for the Offering Period will be automatically terminated, and no further Contributions
for the purchase of shares will be made for such Offering Period. If a Participant withdraws from an Offering Period, Contributions
will not resume at the beginning of the succeeding Offering Period, unless the Participant re-enrolls in the Plan in accordance
with the provisions of Section 7.


 


12.2         No
Effect on Future Participation. A Participant’s withdrawal from an Offering Period will not have any effect upon his
or her eligibility to participate in any similar plan that may hereafter be adopted by the Company or in succeeding Offering Periods
that commence after the termination of the Offering Period from which the Participant withdraws.


 


13.           Termination
of Employment. Upon a Participant’s ceasing to be an Eligible Employee, for any reason, he or she will be deemed to have
elected to withdraw from the Plan and the Contributions credited to such Participant’s account during the Offering Period
but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant, or, in the case of his
or her death, to the person or persons entitled thereto, and such Participant’s option will be automatically terminated.
Unless determined otherwise by the Administrator in a manner that, with respect to an Offering under the 423 Component, is
permitted by, and compliant with, Code Section 423, a Participant whose employment transfers between entities through a termination
with an immediate rehire (with no break in service) by the Company or a Designated Company will not be treated as terminated under
the Plan; however, if a Participant transfers from an Offering under the 423 Component to the Non-423 Component, the
exercise of the option will be qualified under the 423 Component only to the extent it complies with Code Section 423;
further, no Participant will be deemed to switch from an Offering under the Non-423 Component to an Offering under the 423 Component
or vice versa unless (and then only to the extent) such switch would not cause the 423 Component or any option thereunder
to fail to comply with Code Section 423.


 






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14.            Section 409A.
The Plan is intended to be exempt from the application of Section 409A, and, to the extent not exempt, is intended to comply
with Section 409A and any ambiguities herein will be interpreted to so be exempt from, or comply with, Section 409A.
In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Administrator determines
that an option granted under the Plan may be subject to Section 409A or that any provision in the Plan would cause an option
under the Plan to be subject to Section 409A, the Administrator may amend the terms of the Plan and/or of an outstanding option
granted under the Plan, or take such other action the Administrator determines is necessary or appropriate, in each case, without
the Participant’s consent, to exempt any outstanding option or future option that may be granted under the Plan from or to
allow any such options to comply with Section 409A, but only to the extent any such amendments or action by the Administrator
would not violate Section 409A. Notwithstanding the foregoing, the Company and any of its Parent or Subsidiaries will have
no liability, obligation or responsibility to reimburse, indemnify, or hold harmless a Participant or any other party if the option
to purchase Common Stock under the Plan that is intended to be exempt from or compliant with Section 409A is not so exempt
or compliant or for any action taken by the Administrator with respect thereto. The Company makes no representation that the option
to purchase Common Stock under the Plan is compliant with Section 409A.


 


15.            Rights
as Stockholder. Until the shares of Common Stock are issued (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company), a Participant will have only the rights of an unsecured creditor with respect
to such shares, and no right to vote or receive dividends or any other rights as a stockholder will exist with respect to such
shares. Shares of Common Stock to be delivered to a Participant under the Plan will be registered in the name of the Participant
or, if so required under Applicable Laws, in the name of the Participant and his or her spouse.


 


16.            Transferability.
Neither Contributions credited to a Participant’s account nor any rights with regard to the exercise of an option or to receive
shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by
will or the laws of descent and distribution) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition
will be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in
accordance with Section 12 hereof.


 






    -14-


     


    

 


17.            Adjustments,
Dissolution, Liquidation, Merger or Change in Control.


 


17.1            Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification,
repurchase, or exchange of Common Stock or other securities of the Company, or other change in the corporate structure of the Company
affecting the Common Stock occurs (other than any ordinary dividends or other ordinary distributions), the Administrator, in order
to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust
the number and class of Common Stock that may be delivered under the Plan, the Purchase Price per share, the class and the number
of shares of Common Stock covered by each option under the Plan that has not yet been exercised, and the numerical share limits
of Sections 3 and 9.1.


 


17.2            Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress
will be shortened by setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed dissolution
or liquidation, unless provided otherwise by the Administrator. The New Exercise Date will be before the date of the Company’s
proposed dissolution or liquidation. The Administrator will notify each Participant in writing or electronically, prior to the
New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that
the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant
has withdrawn from the Offering Period as provided in Section 12 hereof.


 


17.3            Merger
or Change in Control. In the event of a merger of the Company with or into another corporation or other entity or Change in
Control, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option,
the Offering Period with respect to which such option relates will be shortened by setting a New Exercise Date on which such Offering
Period will end. The New Exercise Date will occur before the date of the Company’s proposed merger or Change in Control.
The Administrator will notify each Participant in writing or electronically prior to the New Exercise Date, that the Exercise Date
for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised
automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided
in Section 12 hereof.


 


18.            Amendment
or Termination.


 


18.1            Amendment,
Suspension, Termination. The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part
thereof, at any time and for any reason. If the Plan is terminated, the Administrator, in its discretion, may elect to terminate
all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common Stock on the next Exercise
Date (which may be sooner than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit
Offering Periods to expire in accordance with their terms (and subject to any adjustment pursuant to Section 17). If the Offering
Periods are terminated prior to expiration, all amounts then credited to Participants’ accounts that have not been used to
purchase shares of Common Stock will be returned to the Participants (without interest thereon, except as otherwise required under
Applicable Laws, as further set forth in Section 22 hereof) as soon as administratively practicable.


 






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18.2            Certain
Administrator Changes. Without stockholder consent and without limiting Section 18.1, the Administrator will be entitled
to change the Offering Periods and any Purchase Periods, designate separate Offerings, limit the frequency and/or number of changes
in the amount withheld during an Offering Period, establish the exchange rate applicable to amounts withheld in a currency other
than U.S. dollars, permit Contributions in excess of the amount designated by a Participant in order to adjust for delays or mistakes
in the Company’s processing of properly completed Contribution elections, establish reasonable waiting and adjustment periods
and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant
properly correspond with Contribution amounts, and establish such other limitations or procedures as the Administrator determines
in its sole discretion advisable that are consistent with the Plan.


 


18.3            Changes
Due to Accounting Consequences. In the event the Administrator determines that the ongoing operation of the Plan may result
in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable,
modify, amend or terminate the Plan to reduce or eliminate such accounting consequence including, but not limited to:


 


   (a)          amending
the Plan to conform with the safe harbor definition under the Financial Accounting Standards Board Accounting Standards Codification
Topic 718 (or any successor thereto), including with respect to an Offering Period underway at the time;


 


   (b)            altering
the Purchase Price for any Purchase Period or Offering Period including a Purchase Period or Offering Period underway at the time
of the change in Purchase Price;


 


   (c)          shortening
any Purchase Period or Offering Period by setting a New Exercise Date, including a Purchase Period or Offering Period underway
at the time of the Administrator action;


 


   (d)            reducing
the maximum percentage of Compensation a Participant may elect to set aside as Contributions; and


 


   (e)            reducing
the maximum number of shares of Common Stock a Participant may purchase during any Purchase Period or Offering Period.


 


Such modifications
or amendments will not require stockholder approval or the consent of any Plan Participants.


 


19.            Conditions
Upon Issuance of Shares.


 


19.1            Legal
Compliance. Shares of Common Stock will not be issued with respect to an option unless the exercise of such option and the
issuance and delivery of such shares pursuant thereto will comply with Applicable Laws and will be further subject to the approval
of counsel for the Company with respect to such compliance.


 






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19.2            Investment
Representations. As a condition to the exercise of an option, the Company may require the person exercising such option to
represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required.


 


20.            Term
of Plan. The Plan will become effective upon the later to occur of (a) its adoption by the Board or (b) the business
day immediately prior to the Registration Date. It will continue in effect for a term of twenty (20) years, unless sooner terminated
under Section 18, provided that Section 3.2 relating to automatic share reserve increases will operate only until the
ten (10) year anniversary of the earlier of the Board or stockholder approval of the Plan.


 


21.            Stockholder
Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date
the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable
Laws.


 


22.          Interest.
No interest will accrue on the Contributions of a participant in the Plan, except as may be required by Applicable Laws, as determined
by the Company, and if so required by the laws of a particular jurisdiction, will apply, with respect to Offerings under the 423 Component,
to all Participants in the relevant Offering, except to the extent otherwise permitted by U.S. Treasury Regulations Section 1.423-2(f).


 


23.          No
Effect on Employment. Neither the Plan nor any option under the Plan will confer upon any Participant any right with respect
to continuing the Participant’s employment with the Company or its Subsidiaries or Parents, as applicable, nor will they
interfere in any way with the Participant’s right or the right of the Company and its Subsidiaries or Parents, as applicable,
to terminate such employment relationship at any time, free from any liability or any claim under the Plan.


 


24.          Reports.
Individual accounts will be maintained for each Participant in the Plan. Statements of account will be given to participating Eligible
Employees at least annually, which statements will set forth the amounts of Contributions, the Purchase Price, the number of shares
of Common Stock purchased and the remaining cash balance, if any.


 


25.            Notices.
All notices or other communications by a Participant to the Company under or in connection with the Plan will be deemed to have
been duly given when received in the form and manner specified by the Company at the location, or by the person, designated by
the Company for the receipt thereof.


 


26.            Legal
Construction.


 


26.1          Gender
and Number. Except where otherwise indicated by the context, any feminine term used herein also will include the masculine
and any masculine term used herein also will include the feminine; the plural will include the singular and the singular will include
the plural.


 


26.2            Severability.
If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction
or as to any Participant, such invalidity, illegality, or unenforceability will not affect the remaining parts of the Plan, and
the Plan will be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal, or unenforceable provision
had not been included.


 






    -17-


     


    

 


26.3            Governing
Law. The Plan will be governed by, and construed in accordance with, the laws of the State of Delaware, but without regard
to its conflict of law provisions.


 


26.4            Headings.
Headings are provided herein for convenience only, and will not serve as a basis for interpretation of the Plan.


 


27.            Compliance
with Applicable Laws. The terms of this Plan are intended to comply with all Applicable Laws and will be construed accordingly.


 


28.          Automatic
Transfer to Low Price Offering Period. Unless determined otherwise by the Administrator, this Section 28 applies to an
Offering Period to the extent such Offering Period provides for more than one (1) Exercise Date within such Offering Period.
To the extent permitted by Applicable Laws, if the Fair Market Value of a share of Common Stock on any Exercise Date in an Offering
Period is less than the Fair Market Value of a share of Common Stock on the Enrollment Date of such Offering Period, then all Participants
in such Offering Period will be withdrawn automatically from such Offering Period immediately after the exercise of their option
on such Exercise Date and automatically re-enrolled in the immediately following Offering Period as of the first day thereof.


 


* * *


 






    -18-


     


    

 


EXHIBIT A


 


EDGEWISE THERAPEUTICS, INC.


 


2021 EMPLOYEE STOCK PURCHASE PLAN


 


SUBSCRIPTION AGREEMENT


 


	_____ Original
Application 	Offering
Date: _________________



 


_____ Change in Payroll Deduction Rate


 


1.            ____________________
hereby elects to participate in the Edgewise Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the “Plan”)
and subscribes to purchase shares of the Company’s Common Stock in accordance with this Subscription Agreement and the Plan.
Any capitalized terms not specifically defined in this Subscription Agreement will have the meaning ascribed to them under the
Plan.


 


2.            I
hereby authorize and consent to payroll deductions from each paycheck in the amount of ____% of my Compensation on each payday
(from 0% to 15%) during the Offering Period in accordance with the Plan. (Please note that no fractional percentages are permitted.)
I understand that only my first, one election to decrease the rate of my payroll deductions may be applied with respect to an ongoing
Offering Period in accordance with the terms of the Plan, and any subsequent election to decrease the rate of my payroll deductions
during the same Offering Period, and any election to increase the rate of my payroll deductions during any Offering Period, will
not be applied to the ongoing Offering Period.


 


3.            I
understand that said payroll deductions will be accumulated for the purchase of shares of Common Stock at the applicable Purchase
Price determined in accordance with the Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll
deductions will be used to automatically exercise my option and purchase Common Stock under the Plan. I further understand that
if I am outside of the U.S., my payroll deductions will be converted to U.S. dollars at an exchange rate selected by the Company
on the purchase date.


 


4.            I
have received a copy of the complete Plan and its accompanying prospectus. I understand that my participation in the Plan is in
all respects subject to the terms of the Plan.


 


5.            Shares
of Common Stock purchased for me under the Plan should be issued in the name(s) of _____________ (Eligible Employee or Eligible
Employee and spouse only).


 






    


     


    

 


6.            If
I am a U.S. taxpayer, I understand that if I dispose of any shares received by me pursuant to the Plan within two (2) years
after the Offering Date (the first day of the Offering Period during which I purchased such shares) or one (1) year after
the Exercise Date, I will be treated for federal income tax purposes as having received ordinary income at the time of such
disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were purchased by me
over the price that I paid for the shares. I hereby agree to notify the Company in writing within thirty (30) days after the
date of any disposition of my shares and I will make adequate provision for federal, state or other tax withholding obligations,
if any, which arise upon the disposition of the Common Stock. The Company may, but will not be obligated to, withhold from
my compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make
available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by me. If I dispose
of such shares at any time after the expiration of the two (2) year and one (1) year holding periods, I
understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition,
and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (a) the excess
of the fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or
(b) fifteen percent (15%) of the fair market value of the shares on the first day of the Offering Period. The remainder of
the gain, if any, recognized on such disposition will be taxed as capital gain.


 


7.          For
employees that may be subject to tax in non U.S. jurisdictions, I acknowledge and agree that, regardless of any action taken
by the Company or any Designated Company with respect to any or all income tax, social security, social insurances, National Insurance
Contributions, payroll tax, fringe benefit, or other tax-related items related to my participation in the Plan and legally applicable
to me including, without limitation, in connection with the grant of such options, the purchase or sale of shares of Common Stock
acquired under the Plan and/or the receipt of any dividends on such shares (“Tax-Related Items”), the ultimate
liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Company
or a Designated Company. Furthermore, I acknowledge that the Company and/or any Designated Company (a) make no representations
or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the options under the Plan and
(b) do not commit to and are under no obligation to structure the terms of the grant of options or any aspect of my participation
in the Plan to reduce or eliminate my liability for Tax-Related Items or achieve any particular tax result. Further, if I have
become subject to tax in more than one jurisdiction between the date of my enrollment and the date of any relevant taxable or tax
withholding event, as applicable, I acknowledge that the Company and/or the Employer (or former employer, as applicable) may
be required to withhold or account for Tax-Related Items in more than one jurisdiction.


 


Prior to the purchase
of shares of Common Stock under the Plan or any other relevant taxable or tax withholding event, as applicable, I agree to
make adequate arrangements satisfactory to the Company and/or the applicable Designated Company to satisfy all Tax-Related Items.
In this regard, I authorize the Company and/or the applicable Designated Company, or their respective agents, at their discretion,
to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
(a) withholding from my wages or Compensation paid to me by the Company and/or the applicable Designated Company; or (b) withholding
from proceeds of the sale of the shares of Common Stock purchased under the Plan either through a voluntary sale or through a mandatory
sale arranged by the Company (on my behalf pursuant to this authorization). Depending on the withholding method, the Company may
withhold or account for Tax-Related Items by considering applicable maximum withholding rates, in which case I will receive a refund
of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent.


 






    -2-


     


    

 


Finally, I agree
to pay to the Company or the applicable Designated Company any amount of Tax-Related Items that the Company or the applicable Designated
Company may be required to withhold as a result of my participation in the Plan that cannot be satisfied by the means previously
described. The Company may refuse to purchase shares of Common Stock under the Plan on my behalf and/or refuse to issue or deliver
the shares or the proceeds of the sale of shares if I fail to comply with my obligations in connection with the Tax-Related Items.


 


8.            By
electing to participate in the Plan, I acknowledge, understand and agree that:


 


(a)          the
Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated
by the Company at any time, to the extent provided for in the Plan;


 


(b)            all
decisions with respect to future grants under the Plan, if applicable, will be at the sole discretion of the Company;


 


(c)           the
grant of options under the Plan will not create a right to employment or be interpreted as forming or amending an employment or
service contract with the Company, or any Designated Company, and will not interfere with the ability of the Company or any Designated
Company, as applicable, to terminate my employment (if any);


 


(d)            I
am voluntarily participating in the Plan;


 


(e)           the
options granted under the Plan and the shares of Common Stock underlying such options, and the income and value of same, are not
intended to replace any pension rights or compensation;


 


(f)           the
options granted under the Plan and the shares of Common Stock underlying such options, and the income and value of same, are not
part of my normal or expected compensation for any purpose, including, but not limited to, calculating any severance, resignation,
termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar
payments;


 


(g)           the
future value of the shares of Common Stock offered under the Plan is unknown, indeterminable and cannot be predicted with certainty;


 


(h)            the
shares of Common Stock that I acquire under the Plan may increase or decrease in value, even below the Purchase Price;


 


(i)           no
claim or entitlement to compensation or damages will arise from the forfeiture of options granted to me under the Plan as a result
of the termination of my status as an Eligible Employee (for any reason whatsoever, and whether or not later found to be invalid
or in breach of employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any) and, in
consideration of the grant of options under the Plan to which I am otherwise not entitled, I irrevocably agree never to institute
a claim against the Company, or any Designated Company, waive my ability, if any, to bring such claim, and release the Company,
and any Designated Company from any such claim that may arise; if, notwithstanding the foregoing, any such claim is allowed by
a court of competent jurisdiction, I will be deemed irrevocably to have agreed to not to pursue such claim and agree to execute
any and all documents necessary to request dismissal or withdrawal of such claim; and


 






    -3-


     


    

 


(j)             in
the event of the termination of my status as an Eligible Employee (for any reason whatsoever, whether or not later found to be
invalid or in breach of employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any),
my right to participate in the Plan and any options granted to me under the Plan, if any, will terminate effective as of the date
that I am no longer actively employed by the Company or one of its Designated Companies and, in any event, will not be extended
by any notice period mandated under the employment laws in the jurisdiction in which I am employed or the terms of my employment
agreement, if any (e.g., active employment would not include a period of “garden leave” or similar period
pursuant to the employment laws in the jurisdiction in which I am employed or the terms of my employment agreement, if any); the
Company will have the exclusive discretion to determine when I am no longer actively employed for purposes of my participation
in the Plan (including whether I may still be considered to be actively employed while on a leave of absence).


 


9.            I
understand that the Company and/or any Designated Company may collect, where permissible under applicable law certain personal
information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance
number or other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the
Company, details of all options granted under the Plan or any other entitlement to shares of Common Stock awarded, canceled, exercised,
vested, unvested or outstanding in my favor (“Data”), for the exclusive purpose of implementing, administering
and managing the Plan. I understand that Company may transfer my Data to the United States, which is not considered by the European
Commission to have data protection laws equivalent to the laws in my country. I understand that the Company will transfer my Data
to its designated broker, or such other stock plan service provider as may be selected by the Company in the future, which is assisting
the Company with the implementation, administration and management of the Plan. I understand that the recipients of the Data may
be located in the United States or elsewhere, and that a recipient’s country of operation (e.g., the United States) may have
different, including less stringent, data privacy laws that the European Commission or my jurisdiction does not consider to be
equivalent to the protections in my country. I understand that I may request a list with the names and addresses of any potential
recipients of the Data by contacting my local human resources representative. I authorize the Company, the Company’s designated
broker and any other possible recipients which may assist the Company with implementing, administering and managing the Plan to
receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering
and managing my participation in the Plan. I understand that Data will be held only as long as is necessary to implement, administer
and manage my participation in the Plan. I understand that that I may, at any time, view Data, request additional information about
the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing my local human resources representative. Further, I understand that I am providing
the consents herein on a purely voluntary basis. If I do not consent, or if I later seek to revoke my consent, my employment status
or career with the Company or any Designated Company will not be adversely affected; the only adverse consequence of refusing or
withdrawing my consent is that the Company would not be able to grant me options under the Plan or other equity awards, or administer
or maintain such awards. Therefore, I understand that refusing or withdrawing my consent may affect my ability to participate
in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that
I may contact my local human resources representative.


 






    -4-


     


    

 


If I am an employee
outside the U.S., I understand that in accordance with applicable law, I have the right to access, and to request a copy
of, the Data held about me. I also understand that I have the right to discontinue the collection, processing, or use of my Data,
or supplement, correct, or request deletion of my Data. To exercise my rights, I may contact my local human resources representative.


 


I hereby explicitly
and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described herein
and any other Plan materials by and among, as applicable, the Company and its Subsidiaries for the exclusive purpose of implementing,
administering and managing my participation in the Plan. I understand that my consent will be sought and obtained for any processing
or transfer of my data for any purpose other than as described in the enrollment form and any other plan materials.


 


10.          If
I have received the Subscription Agreement or any other document related to the Plan translated into a language other than English
and if the meaning of the translated version is different than the English version, the English version will control, subject to
applicable laws.


 


11.          The
provisions of the Subscription Agreement and these appendices are severable and if any one or more provisions are determined to
be illegal or otherwise unenforceable, in whole or in part, the remaining provisions nevertheless will be binding and enforceable.


 


12.          Notwithstanding
any provisions in this Subscription Agreement, I understand that if I am working or resident in a country other than the United
States, my participation in the Plan also will be subject to the additional terms and conditions set forth on Appendix A and any
special terms and conditions for my country set forth on Appendix A. Moreover, if I relocate to one of the countries included in
Appendix A, the special terms and conditions for such country will apply to me to the extent the Company determines that the application
of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this
Subscription Agreement and the provisions of this Subscription Agreement govern each Appendix (to the extent not superseded or
supplemented by the terms and conditions set forth in the applicable Appendix).


 






    -5-


     


    

 


13.          I
hereby agree to be bound by the terms of the Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility
to participate in the Plan.


 


	Employee’s Social	 
	Security Number
	(for U.S.-based employees):
	 	 
	Employee’s Address:	 
	 	 
	 	 
	 	 
	 	 


 


I UNDERSTAND THAT THIS
SUBSCRIPTION AGREEMENT WILL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


 


	Dated:	 	 	 
	 	 	Signature of Employee



 






    -6-


     


    

 


EXHIBIT B


 


EDGEWISE THERAPEUTICS, INC.


 


2021 EMPLOYEE STOCK PURCHASE PLAN


 


NOTICE OF WITHDRAWAL


 


The undersigned Participant
in the Offering Period of the Edgewise Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the “Plan”)
that began on ____________, ______ (the “Offering Date”) hereby notifies the Company that he or she hereby withdraws
from the Offering Period. He or she hereby directs the Company to pay to the undersigned as promptly as practicable all the payroll
deductions credited to his or her account with respect to such Offering Period. The undersigned understands and agrees that his
or her option for such Offering Period will be terminated automatically. The undersigned understands further that no further payroll
deductions will be made for the purchase of shares in the current Offering Period and the undersigned will be eligible to participate
in succeeding Offering Periods only by delivering to the Company a new Subscription Agreement. Capitalized terms not otherwise
defined herein will have the meaning ascribed to them under the Plan.


 


	 	Name and Address of Participant:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	Signature:
	 	 
	 	 
	 	 
	 	Date: