EX-4.6





 Exhibit 4.6 

 

GINKGO BIOWORKS HOLDINGS, INC. 

2022 INDUCEMENT PLAN 


ARTICLE I. 
 PURPOSE

 The Plan’s purpose is to allow the Company to provide an inducement to secure and retain the services of Eligible Individuals
(as defined in Article II) by providing these individuals with equity ownership opportunities. Capitalized terms not otherwise defined in the Plan are defined in Article XI. 

ARTICLE II. 
 ELIGIBILITY

 An award under the Plan may only be granted to an individual being hired (or rehired following a bona period of interruption of
employment) as an employee of the Company or any of its Subsidiaries, including in connection with a merger or acquisition, as a material inducement to such individual’s entering into employment with the Company or any of its Subsidiaries
(within the meaning of NYSE Listed Company Manual Section 303A.08) (each such individual, an “Eligible Individual”). 

In addition, eligibility for Stock Options and SARs is limited to Eligible Individuals who are providing direct services on the date of grant
of the Award to the Company or a subsidiary of the Company that would be described in the first sentence of Treasury Regulation Section 1.409A-1(b)(5)(iii)(E). 

ARTICLE III. 

ADMINISTRATION 
 The Plan
is administered by the Administrator. The Administrator has authority to determine which Eligible Individuals receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator
also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements, to impose a mandatory holding period pursuant to which some or all Participants may not dispose of or transfer Shares
issued under the Plan for a period of time determined by the Administrator in its discretion, and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and
ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and
will be final and binding on all persons having or claiming any interest in the Plan or any Award. 
 Notwithstanding anything in the Plan
to the contrary, all Awards under the Plan must be granted either by a majority of the Company’s independent directors or by the Compensation Committee comprised of independent directors within the meaning of NYSE Listed Company Manual
Section 303A.02. 
 ARTICLE IV. 

STOCK AVAILABLE FOR AWARDS 

4.1 Number of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, Awards may be made under the
Plan covering up to 25,000,000 Shares (the “Share Limit”). Shares issued under the Plan (i) may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares and (ii) may be
issued as Class A Common Stock or Class B Common Stock, as determined by the Administrator in its sole discretion. 












 4.2 Share Recycling. If all or any part of an Award expires, lapses or is terminated,
exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring Shares covered by the Award at a price not greater than the price (as adjusted to
reflect any Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award, the unused Shares covered by the Award will, as applicable, become or again be available for Award grants under the Plan.
Further, Shares delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy any applicable tax withholding obligation (including Shares
retained by the Company from the Award being exercised or purchased and/or creating the tax obligation) will, as applicable, become or again be available for Award grants under the Plan. The payment of Dividend Equivalents in cash in conjunction
with any outstanding Awards shall not count against the Share Limit. 
 4.3 Mergers and Acquisitions. Shares may be issued in
connection with Awards ranted in respect of converted, replaced or adjusted awards in connection with a merger or acquisition as permitted by NYSE Listed Company Manual Section 303A.08 or, if applicable, NASDAQ Listing Rule 5635(c), AMEX
Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. 

ARTICLE V. 
 STOCK
OPTIONS AND STOCK APPRECIATION RIGHTS 
 5.1 General. The Administrator may grant Options or Stock Appreciation Rights to
Eligible Individuals subject to the limitations in the Plan. All Options granted under the Plan will be Non-Qualified Stock Options. The Administrator will determine the number of Shares covered by each Option
and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions and limitations applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle the
Participant (or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair
Market Value of one Share on the date of exercise over the base value per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that
the Administrator may impose and payable in cash, Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement. 

5.2 Exercise Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price or base
value, as applicable, and specify the exercise price in the Award Agreement. Unless otherwise determined by the Administrator, the exercise price or base value will not be less than 100% of the Fair Market Value on the grant date of the Option or
Stock Appreciation Right. 
 5.3 Duration. Each Option or Stock Appreciation Right will be exercisable at such times and as specified
in the Award Agreement, provided that, unless otherwise determined by the Administrator, the term of an Option or Stock Appreciation Right will not exceed ten years. Notwithstanding the foregoing, if the Participant, prior to the end of the term of
an Option or Stock Appreciation Right (i) violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any
employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries or (ii) commits a material violation or breach of a Company policy that relates to
discrimination, harassment, retaliation or that is otherwise customarily punishable by termination of employment, the right of the Participant and the Participant’s transferees to exercise any Option or Stock Appreciation Right issued to the
Participant shall terminate immediately upon such violation or breach, unless the Company otherwise determines. 

  
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 5.4 Exercise. Options and Stock Appreciation Rights may be exercised by delivering to
the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full (i) as
specified in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Stock Appreciation Right may
not be exercised for a fraction of a Share. 
 5.5 Payment Upon Exercise. Subject to any Company insider trading policy (including
blackout periods) and Applicable Laws, the exercise price of an Option must be paid by: 
 (a) cash, wire transfer of immediately available
funds or by check payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms if one or more of the payment forms below is permitted; 

(b) unless the Administrator otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an
irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and
unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the
Administrator; 
 (c) to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by
the Participant valued at their Fair Market Value; 
 (d) to the extent permitted by the Administrator, surrendering Shares then issuable
upon the Option’s exercise valued at their Fair Market Value on the exercise date; 
 (e) to the extent permitted by the Administrator,
delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or 
 (f) to the
extent permitted by the Administrator, any combination of the above payment forms approved by the Administrator. 
 ARTICLE VI. 

RESTRICTED STOCK; RESTRICTED STOCK UNITS 

6.1 General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Eligible Individual,
subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the Administrator specifies in the Award
Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant Restricted Stock Units to Eligible Individuals, which may be
subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted
Stock and Restricted Stock Unit Award, subject to the conditions and limitations contained in the Plan. 

  
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 6.2 Restricted Stock. 

(a) Dividends. Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to
such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of
Common Stock of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. 

(b) Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock
certificates issued in respect of shares of Restricted Stock, together with a stock power endorsed in blank. 
 6.3 Restricted Stock
Units. 
 (a) Settlement. The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as
reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner intended to comply with Section 409A. 

(b) Stockholder Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit
unless and until the Shares are delivered in settlement of the Restricted Stock Unit. 
 (c) Dividend Equivalents. If the
Administrator provides, a grant of Restricted Stock Units may provide a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares
and subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement. 

ARTICLE VII. 
 OTHER
STOCK BASED AWARDS 
 Other Stock Based Awards may be granted to Eligible Individuals, including Awards entitling Participants to
receive Shares to be delivered in the future (whether based on specified Performance Criteria or otherwise), subject to any conditions and limitations in the Plan. Other Stock Based Awards may be paid in Shares, cash or other property, as the
Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Stock Based Award, including any purchase price, performance goal (which may be based on the Performance
Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement. 

  
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 ARTICLE VIII. 

ADJUSTMENTS FOR CHANGES IN COMMON STOCK 

AND CERTAIN OTHER EVENTS 

8.1 Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this
Article VIII, the Administrator will equitably adjust the Share Limit and each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each
outstanding Award and/or the Award’s exercise price, base value or grant price (if applicable), and any other provision of an outstanding Award affected by such Equity Restructuring. The adjustments provided under this Section 8.1 will be
nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable. 

8.2 Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other
securities, or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of
the Company, or sale or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, other similar corporate transaction or event,
other unusual or nonrecurring transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it deems appropriate, either by
the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after such
change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent
dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or
(z) give effect to such changes in Applicable Laws or accounting principles: 
 (a) To provide for the cancellation of any such Award
in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the
vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or
less than zero, then the Award may be terminated without payment; 
 (b) To provide that such Award shall vest and, to the extent
applicable, be exercisable as to all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award; 

(c) To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined
by the Administrator; 

  
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 (d) To make adjustments in the number and type of Shares (or other securities or property)
subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments to the limitation set forth in Section 4.1 hereof on the maximum number and kind of shares which may be
issued) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards; 

(e) To replace such Award with other rights or property selected by the Administrator; and/or 

(f) To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event. 

8.3 Change in Control. Notwithstanding Section 8.2 above, if a Change in Control occurs and Awards are not continued, converted,
assumed, or replaced with a comparable award (as determined by the Administrator) by (i) the Company or (ii) a successor entity or its parent or subsidiary (an “Assumption”), and provided that the Participant has
not had a termination of employment or other service relationship with the Company or any of its Subsidiaries, then immediately prior to the Change in Control, such Awards (other than any Award that is regularly scheduled to vest based on the
attainment of performance-based vesting conditions) will become fully vested, exercisable and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Awards will lapse, in which case, such Awards will be canceled
upon the consummation of the Change in Control in exchange for the right to receive the Change in Control consideration payable to other holders of Common Stock, which may be on such terms and conditions as apply generally to holders of Common Stock
under the Change in Control documents (including, without limitation, any escrow, earn-out or other deferred consideration provisions) or such other terms and conditions as the Administrator may provide, and
determined by reference to the number of Shares subject to such Awards and net of any applicable exercise price; provided that to the extent that any Awards constitute “nonqualified deferred compensation” that may not be paid upon the
Change in Control under Section 409A without the imposition of taxes thereon under Section 409A, the timing of such payments shall be governed by the applicable Award Agreement (subject to any deferred consideration provisions applicable
under the Change in Control documents); and provided, further, that if the amount to which a Participant would be entitled upon the settlement or exercise of such Award at the time of the Change in Control is equal to or less than zero, then such
Award may be terminated without payment. An Award will be considered replaced with a comparable award if the Award is exchanged for an amount of cash or other property with a value equal to the amount that could have been obtained upon the
settlement of such Award in such Change in Control (as determined by the Administrator), even if such cash or other property payable with respect to the unvested portion of such Award remains subject to similar vesting provisions following such
Change in Control. Notwithstanding the foregoing, the Administrator will have full and final authority to determine whether an Assumption of an Award has occurred in connection with a Change in Control. 

8.4 Administrative Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger,
consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting the Shares or the share price of Common Stock, including any Equity Restructuring or
any securities offering or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such transaction. 

8.5 General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any
rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as
expressly provided with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will


  
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affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the
Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business,
(ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into
or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Article VIII. 

ARTICLE IX. 
 GENERAL
PROVISIONS APPLICABLE TO AWARDS 
 9.1 Transferability. Except as the Administrator may determine or provide in an Award
Agreement or otherwise, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s
consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a
Participant’s authorized transferee that the Administrator specifically approves. 
 9.2 Documentation. Each Award will be
evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions, as determined by the Administrator, in addition to those set forth in the Plan. 

9.3 Discretion. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or
Awards (or portions thereof) uniformly. 
 9.4 Termination of Status. The Administrator will determine how the Disability, death,
retirement, authorized leave of absence or any other change or purported change in a Participant’s employment status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal
representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable. 
 9.5
Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by law to be withheld in connection with such Participant’s Awards by the date of the event
creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting
consequences or costs) from any payment of any kind otherwise due to a Participant. Subject to any Company insider trading policy (including blackout periods), Participants may satisfy such tax obligations (i) in cash, by wire transfer of
immediately available funds, by check made payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms if one or more of the payment forms below is permitted, (ii) to the extent permitted by
the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, (iii) unless the Administrator otherwise determines, (A) delivery
(including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or
(B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided
that such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the 

  
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Administrator, any combination of the foregoing payment forms approved by the Administrator. If any tax withholding obligation will be satisfied under clause (ii) of the immediately
preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable
Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization
to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence. 
 9.6
Amendment of Award; No Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type or changing the exercise or settlement date. The
Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is
permitted under Article VIII or pursuant to Section 10.6. Notwithstanding anything in the Plan to the contrary, the Administrator may not, without the approval of the stockholders of the Company, reduce the exercise price or base price per
share of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights that have an exercise price or base price in excess of Fair Market Value in exchange for cash, other Awards or Options or Stock
Appreciation Rights with an exercise price or base price per share that is less than the exercise price or base price per share of the original Options or Stock Appreciation Rights. 

9.7 Conditions on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from
Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Administrator’s satisfaction, (ii) as determined by the Administrator, all other legal matters regarding the issuance and
delivery of such Shares have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or
agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the
lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained. 

9.8 Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or partially
exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable, in each case regardless of any adverse or potentially adverse tax or other consequences resulting from such acceleration. 

ARTICLE X. 

MISCELLANEOUS 
 10.1 No
Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as giving a Participant the right to continued employment or any other service relationship with
the Company or any of its Subsidiaries. The Company and each of its Subsidiaries expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any
Award, except as expressly provided in an Award Agreement. 

  
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 10.2 No Rights as Stockholder; Certificates. Subject to the applicable Award
Agreement, no Participant or Designated Beneficiary will have any rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan,
unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in
the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable
Laws. 
 10.3 Effective Date and Term of Plan. The Plan was adopted by the Board effective October 16, 2022. The Plan shall
remain in effect until terminated by the Administrator under Section 10.4. 
 10.4 Amendment of Plan. The Administrator may
amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s
consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in
effect before such suspension or termination. 
 10.5 Provisions for Foreign Participants. The Administrator may modify Awards
granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to
tax, securities, currency, employee benefit or other matters. 
 10.6 Section 409A. 

(a) General. The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no
adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards,
adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to
(A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date.
The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest
under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred
compensation” subject to taxes, penalties or interest under Section 409A. 
 (b) Separation from Service. If an Award
constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s employment or other service relationship with the Company or any of its
Subsidiaries will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from
service” occurs upon or after the termination of the Participant’s employment or other service relationship with the Company or any of its Subsidiaries. For purposes of this Plan or any Award Agreement relating to any such payments or
benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.” 

  
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 (c) Payments to Specified Employees. Notwithstanding any contrary provision in the
Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his
or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such
“separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month
period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from
service” will be paid at the time or times the payments are otherwise scheduled to be made. 
 10.7 Limitations on Liability.
Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person
for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as
an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be
granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the
Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith. 

10.8 Conversion of Stock. The Awards granted and Shares issuable and issued pursuant to this Plan are subject to the provisions of the
Charter regarding the conversion of shares of Class B Common Stock to Class A Common Stock. In addition, prior to or in connection with issuing any Shares subject to Awards under the Plan, the Administrator may convert Awards previously
granted covering shares of Class B Common Stock to Class A Common Stock or convert Awards previously granted covering shares of Class A Common Stock to Class B Common Stock. 

10.9 Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of personal data as described in this Section 10.9 by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s
participation in the Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number
or other identification number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”).
The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries and affiliates may
transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different
data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and
manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held
only as long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information about
the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 10.9 in writing, without cost, by contacting the
local human resources representative. The Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or
withdraws the consents in this Section 10.9. For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative. 

  
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 10.10 Severability. If any portion of the Plan or any action taken under it is held
illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action
will be null and void. 
 10.11 Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other
written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such Award Agreement or other written document that a specific provision of
the Plan will not apply. 
 10.12 Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the
laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of
Delaware. 
 10.13 Claw-back Provisions. All Awards (including any proceeds, gains or other economic benefit the Participant actually
or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall
Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder). 
 10.14 Titles and Headings. The
titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles or headings, will control. 

10.15 Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with
Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended
as necessary to conform to Applicable Laws. 
 10.16 Relationship to Other Benefits. No payment under the Plan will be taken into
account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement
thereunder. 
 10.17 Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of
amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted sale will be sold on the day the payment
first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average price; (c) the applicable Participant will be
responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the
extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under
no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon
demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation. 

  
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 ARTICLE XI. 

DEFINITIONS 
 As used in
the Plan, the following words and phrases will have the following meanings: 
 11.1 “Administrator” means the
Committee, except that the Board may at any time act in the capacity of the Administrator (including with respect to such matters that are not delegated to the Committee by the Board (whether pursuant to committee charter or otherwise), if
applicable). The Committee (or the Board) may delegate (i) to one or more of its members (or one or more other members of the Board) such of its duties, powers and responsibilities as it may determine and (ii) to such employees of the
Company or any of its Subsidiaries, or such other persons as it determines, such ministerial tasks as it deems appropriate. For purposes of the Plan, the term “Administrator” will include the Board, the Committee, and the person or persons
delegated authority under the Plan to the extent of such delegation, as applicable. 
 11.2 “Applicable Laws” means
the requirements relating to the administration of equity incentive plans under U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the
Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where Awards are granted. 

11.3 “Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units or Other Stock Based Awards. 
 11.4 “Award Agreement” means a written
agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan. 

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

11.6 “Change in Control” means and includes each of the following: 

(a) A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement
filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and (ii) of subsection (b) below) whereby any “person” or related “group” of
“persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a
“person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or 

(b) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more
intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions
or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: 

  
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 (i) which results in the Company’s voting securities outstanding immediately before
the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly
or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of
the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and 
 (ii) after
which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause
(ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction. 

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that
provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a) or (b) with
respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5). 
 The Administrator shall have full and final authority, which shall be
exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any
exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be
consistent with such regulation. 
 11.7 “Charter” means the Certificate of Incorporation of the Company, as amended
from time to time. 
 11.8 “Class A Common Stock” means the Class A common
stock of the Company, par value of $0.0001 per share, which entitles the holder thereof to one vote per share on all Company voting matters. 

11.9 “Class B Common Stock” means the Class B common stock of the Company, par
value of $0.0001 per share, which entitles the holder thereof to ten votes per share on all Company voting matters. 
 11.10
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder. 
 11.11
“Committee” means the Compensation Committee of the Board. 
 11.12 “Common Stock” means
either the Class A Common Stock or Class B Common Stock of the Company. 

  
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 11.13 “Company” means Ginkgo Bioworks Holdings, Inc., a Delaware
corporation, or any successor. 
 11.14 “Designated Beneficiary” means the beneficiary or beneficiaries the
Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “Designated
Beneficiary” will mean the Participant’s estate. 
 11.15 “Disability” means a permanent and total
disability under Section 22(e)(3) of the Code, as amended. 
 11.16 “Dividend Equivalents” means a right
granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares. 
 11.17
“Equity Restructuring” means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large,
nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the share price of Common Stock (or other Company securities) and causes a change in the per share value of the Common Stock underlying
outstanding Awards. 
 11.18 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

11.19 “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: (i) if the
Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on such exchange for the last market trading day prior to such date, as reported in The Wall Street
Journal or another source the Administrator deems reliable; (ii) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred
on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) if the Common Stock is not traded on a stock exchange or
quoted on a national market or other quotation system, the Administrator may determine the Fair Market Value in its discretion. 
 11.20
“Non-Qualified Stock Option” means an Option not intended or not qualifying as an “incentive stock option” as defined in Section 422 of the Code. 

11.21 “Option” means an option to purchase Shares, subject to certain vesting conditions and other restrictions. 

11.22 “Other Stock Based Awards” means awards of Shares, and other awards valued wholly or partially by referring to,
or are otherwise based on, Shares. 
 11.23 “Participant” means an Eligible Individual who has been granted an
Award. 
 11.24 “Performance Criteria” mean the criteria (and adjustments) that the Administrator may select for an
Award to establish performance goals for a performance period, which may include the following: net earnings or losses (either before or after one or more of interest, taxes, depreciation, amortization, and
non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to
gross profits, net profits, profit growth, net operation profit or economic profit), profit return 

  
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ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and
free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on stockholders’ equity; total stockholder return; return on sales; costs, reductions in costs and cost control
measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance;
implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate
financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions;
financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing
activity; and marketing initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely by reference to the Company’s performance or the
performance of a Subsidiary, division, business segment or business unit of the Company or a Subsidiary, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance relative to
performance of other companies. The Committee may provide for exclusion of the impact of an event or occurrence which the Committee determines should appropriately be excluded, including (a) restructurings, discontinued operations,
extraordinary items, and other unusual, infrequently occurring or non-recurring charges or events, (b) asset write-downs, (c) litigation or claim judgments or settlements, (d) acquisitions or
divestitures, (e) reorganization or change in the corporate structure or capital structure of the Company, (f) an event either not directly related to the operations of the Company, Subsidiary, division, business segment or business unit
or not within the reasonable control of management, (g) foreign exchange gains and losses, (h) a change in the fiscal year of the Company, (i) the refinancing or repurchase of bank loans or debt securities, (j) unbudgeted capital
expenditures, (k) the issuance or repurchase of equity securities and other changes in the number of outstanding shares, (l) conversion of some or all of convertible securities to Common Stock, (m) any business interruption event
(n) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles, or (o) the effect of changes in other laws or regulatory rules affecting reported results. 

11.25 “Plan” means this 2022 Inducement Plan. 

11.26 “Restricted Stock” means Shares awarded to a Participant under Article VI, subject to certain vesting
conditions and other restrictions. 
 11.27 “Restricted Stock Unit” means an unfunded, unsecured right to receive,
on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions. 

11.28 “Section 409A” means Section 409A of the Code and all regulations,
guidance, compliance programs and other interpretative authority thereunder. 
 11.29 “Shares” means shares of
Common Stock. 
 11.30 “Stock Appreciation Right” means a stock appreciation right granted under Article V,
subject to certain vesting conditions and other restrictions. 

  
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 11.31 “Subsidiary” means any entity (other than the Company),
whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests
representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain. 

  
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