EX-10.4





 Exhibit 10.4 

THORNE HEALTHTECH, INC. 

2021 EQUITY INCENTIVE PLAN 

(Adopted on [•], 2021; effective as of one business day immediately 

prior to the Registration Date) 

1. Purposes of the Plan; Award Types. 

(a) Purposes of the Plan. The purposes of this Plan are to attract and retain personnel for positions with the Company
Group, to provide additional incentive to Employees, Directors, and Consultants (collectively, “Service Providers”), and to promote the success of the Company’s business. 

(b) Award Types. The Plan permits the grant of Incentive Stock Options to any ISO Employee and the grant of Nonstatutory Stock Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Performance Awards to any Service Provider. 
 2.
Definitions. The following definitions are used in this Plan: 
 (a) “Administrator” means Administrator as defined
in Section 4(a). 
 (b) “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 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, only to the extent applicable with respect to an Award or Awards, the tax, securities, exchange control, and other laws of any jurisdictions other than the United States where Awards are, or will be, granted under the Plan.
Reference to a section of an Applicable Law or regulation related to that section shall include such section or regulation, any valid regulation issued under such section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation. 
 (c) “Award” means, individually or collectively, a
grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, or Performance Awards. 
 (d)
“Award Agreement” means the written or electronic agreement setting forth the terms applicable to an Award granted under the Plan. The Award Agreement is subject to the terms of the Plan. 

(e) “Board” means the Board of Directors of the Company. 

(f) “Change in Control” means the occurrence of any of the following events: 












 (i) 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, with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company;
provided, that for this subsection, the acquisition of additional stock by any one Person, who prior to such acquisition is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in
Control and 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 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 shall not be considered a Change in Control under this
Section 2(f)(i). For this purpose, indirect beneficial ownership shall 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 
 (ii) A change in the
effective control of the Company which occurs on the date a majority of members of the Board is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the
appointment or election. For purposes of this Section 2(f)(ii), 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 
 (iii) 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 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 50% of the
total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, that for this Section 2(f)(iii), the following will not constitute a change in the ownership of a substantial
portion of the Company’s assets: 
 (1) a transfer to an entity controlled by the Company’s stockholders immediately after the
transfer, or 
 (2) 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, 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, 50% or more of the total value or voting power of all the outstanding stock of the
Company, or 
 (D) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person
described in Section 2(f)(iii)(2)(A) to Section 2(f)(iii)(2)(C). 

  
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 For this definition, 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(f), 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. For the
avoidance of doubt, wholly-owned subsidiaries of the Company shall not be considered “Persons” for purposes of this Section 2(f). 

(iv) A transaction will not be a Change in Control: 

(1) unless the transaction qualifies as a change in control event within the meaning of Code Section 409A; or 

(2) if its primary purpose is to (1) change the jurisdiction of the Company’s incorporation, or (2) create a holding company
owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. 
 (g)
“Code” means the U.S. Internal Revenue Code of 1986, as amended. Reference to a section of the Code or regulation related to that section shall include such section or regulation, any valid regulation issued or other official
applicable guidance of general or direct applicability promulgated under such section or regulation, and any comparable provision of any future legislation, regulation or official guidance of general or direct applicability amending, supplementing
or superseding such section or regulation. 
 (h) “Committee” means a committee of Directors or of other individuals
satisfying Applicable Laws appointed by the Board. 
 (i) “Common Stock” means the common stock of the Company. 

(j) “Company” means Thorne HealthTech, Inc., a Delaware corporation, or any of its successors. 

(k) “Company Group” means the Company, any Parent or Subsidiary, and any entity that, from time to time and at the time of any
determination, directly or indirectly, is in control of, is controlled by or is under common control with the Company. 
 (l)
“Consultant” means any natural person engaged by a member of the Company Group to render bona fide services to such entity, provided the services (i) are not in connection with the offer or sale of securities in a capital
raising transaction, and (ii) do not directly promote or maintain a market for the Company’s securities. A Consultant must be a person to whom the issuance of Shares registered on Form S-8 under the
Securities Act is permitted. 
 (m) “Director” means a member of the Board. 

  
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 (n) “Disability” means total and permanent disability as defined in
Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time. 
 (o)
“Employee” means any person, including Officers and Directors, providing services as an employee to the Company or any member of the Company Group. However, with respect to Incentive Stock Options, an Employee must be employed by
the Company or any Parent or Subsidiary of the Company (such an Employee, an “ISO Employee”). Notwithstanding, Options awarded to individuals not providing services to the Company or a Subsidiary of the Company should be carefully
structured to comply with the payment timing rule of Code Section 409A. Neither service as a Director nor payment of a director’s fee by the Company will constitute “employment” by the Company. 

(p) “Exchange Act” means the U.S. Securities Exchange Act of 1934. 

(q) “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for
awards of the same type (which may have higher or lower Exercise Prices and different terms), awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or
other person or entity selected by the Administrator, and/or (iii) the Exercise Price of an outstanding Award is increased or reduced. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.

 (r) “Exercise Price” means the price payable per share to exercise an Award. 

(s) “Expiration Date” means the last possible day on which an Option or Stock Appreciation Right may be exercised. Any
exercise must be completed before midnight U.S. Pacific Time between the Expiration Date and the following date; provided, however, that any broker-assisted cashless exercise of an Option granted hereunder must be completed by the close of market
trading on the Expiration Date. 
 (t) “Fair Market Value” means, as of any date, the value of a Share, determined as
follows: 
 (i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation
the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market of The NASDAQ Stock Market, the Fair Market Value will be the closing sales price for a Share (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the day of determination, as reported by such source as the Administrator determines to be reliable. If the determination date for the Fair Market Value occurs on a non-Trading Day (i.e., a weekend or holiday), the Fair Market Value will be such price on the immediately preceding Trading Day, unless otherwise determined by the Administrator; 

(ii) 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 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 on the last Trading Day such bids and asks were reported), as reported by such
source as the Administrator determines to be reliable; 

  
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 (iii) For any Awards granted on the Registration Date, the Fair Market Value will be the
initial price to the public set forth in the final prospectus included within the registration statement on Form S-1 filed with the United States Securities and Exchange Commission for the initial public
offering of the Common Stock; or 
 (iv) Absent an established market for the Common Stock, the Fair Market Value will be determined in good
faith by the Administrator. 
 Notwithstanding the foregoing, if the determination date for the Fair Market Value occurs on a weekend,
holiday or other day other than a Trading Day, the Fair Market Value will be the price as determined under subsections (t)(i) or (t)(ii) above on the immediately preceding Trading Day, unless otherwise determined by the Administrator. In addition,
for purposes of determining the fair market value of shares for any reason other than the determination of the Exercise Price of Options or Stock Appreciation Rights, fair market value will be determined by the Administrator in a manner compliant
with Applicable Laws and applied consistently for such purpose. Note that the determination of fair market value for purposes of tax withholding may be made in the Administrator’s sole discretion subject to Applicable Laws and is not required
to be consistent with the determination of Fair Market Value for other purposes. 
 (u) “Fiscal Year” means a fiscal year of
the Company. 
 (v) “Grant Date” means Grant Date as defined in Section 4(c). 

(w) “Incentive Stock Option” means an Option that is intended to qualify and does qualify as an incentive stock option within
the meaning of Code Section 422. 
 (x) “Nonstatutory Stock Option” means an Option that by its terms does not qualify
or is not intended to qualify as an Incentive Stock Option. 
 (y) “Officer” means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act. 
 (z) “Option” means a stock option to acquire Shares granted
under Section 6. 
 (aa) “Outside Director” means a Director who is not an Employee. 

(bb) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Code
Section 424(e). 
 (cc) “Participant” means the holder of an outstanding Award. 

(dd) “Performance Awards” means an Award which may be earned in whole or in part upon attainment of performance goals or other
vesting criteria as the Administrator may determine and which may be cash- or stock-denominated and may be settled for cash, Shares or other securities or a combination of the foregoing under Section 10. 

  
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 (ee) “Performance Period” means Performance Period as defined in
Section 10(a) 
 (ff) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock
is subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as
determined by the Administrator. 
 (gg) “Plan” means this 2021 Equity Incentive Plan. 

(hh) “Registration Date” means the effective date of the first Registration Statement. 

(ii) “Registration Statement” means a registration statement filed by the Company and declared effective under
Section 12(b) of the Exchange Act, with respect to any class of the Company’s securities. 
 (jj) “Restricted
Stock” means Shares issued under an Award granted under Section 8 or issued as a result of the early exercise of an Option. 

(kk) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value, granted under
Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. 
 (ll) “Securities
Act” means U.S. Securities Act of 1933. 
 (mm) “Service Provider” means an Employee, Director or Consultant. 

(nn) “Share” means a share of the Common Stock as adjusted in accordance with Section 13 of the Plan. 

(oo) “Stock Appreciation Right” means an Award granted under Section 7. 

(pp) “Subsidiary” means a “subsidiary corporation” as defined in Code Section 424(f), in relation to the
Company. 
 (qq) “Tax Withholdings” means tax, social insurance and social security liability or premium obligations in
connection with the Awards, including, without limitation, (i) all federal, state, and local income, employment and any other taxes (including the Participant’s U.S. Federal Insurance Contributions Act (FICA) obligation) that are
required to be withheld by the Company or a member of the Company Group, (ii) the Participant’s and, to the extent required by the Company, the fringe benefit tax liability of the Company or a member of the Company Group, if any,
associated with the grant, vesting, or exercise of an Award or sale of Shares issued under the Award, and (iii) any other taxes or social insurance or social security liabilities or premium the responsibility for which the Participant has, or
has agreed to bear, with respect to such Award, the Shares subject to, or other amounts or property payable under, an Award, or otherwise associated with or related to participation in the Plan and with respect to which the Company or the applicable
member of the Company Group has either agreed to withhold or has an obligation to withhold.  
 (rr) “Ten Percent
Owner” means Ten Percent Owner as defined in Section 6(b)(i). 

  
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 (ss) “Trading Day” means a day on which the primary stock exchange or
national market system (or other trading platform, as applicable) on which the Common Stock trades is open for trading. 
 (tt)
“Transaction” means Transaction as defined in Section 14(a). 
 3. Shares Subject to the Plan. 

(a) Allocation of Shares to Plan. The maximum aggregate number of Shares that may be issued under the Plan is: 

(i) 3,480,510 Shares, plus 

(ii) any Shares subject to awards granted under the Company’s 2010 Equity Incentive Plan (the “Existing Plan”) that, on or
after the Registration Date, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by
the Company due to failure to vest, with the maximum number of Shares to be added to the Plan under this clause (b) equal to 10,647,070 Shares, plus 

(iii) any additional Shares that become available for issuance under the Plan under Sections 3(b) and 3(c). 

The Shares may be authorized but unissued Common Stock or Common Stock issued and then reacquired by the Company. 

(b) Automatic Share Reserve Increase. The number of Shares 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: 
 (i) 8,701,275 Shares, 

(ii) Five percent (5%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the
immediately preceding Fiscal Year, and 
 (iii) a lesser number of Shares determined by the Administrator. 

(c) Share Reserve Return. 

(i) Options and Stock Appreciation Rights. If an Option or Stock Appreciation Right expires or becomes unexercisable without having
been exercised in full or is surrendered under an Exchange Program, the unissued Shares subject to the Option or Stock Appreciation Right will become available for future issuance under the Plan. 

(ii) Stock Appreciation Rights. Only Shares actually issued pursuant to a Stock Appreciation Right (i.e., the net Shares issued) will
cease to be available under the Plan; all remaining Shares originally subject to the Stock Appreciation Right will remain available for future issuance under the Plan. 

  
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 (iii) Full-Value Awards. Shares issued pursuant to Awards of Restricted Stock,
Restricted Stock Units, or stock-settled Performance Awards that are reacquired by the Company due to failure to vest or are forfeited to the Company will become available for future issuance under the Plan. 

(iv) Withheld Shares. Shares used to pay the Exercise Price of an Award or to satisfy Tax Withholdings related to an Award will
become available for future issuance under the Plan. 
 (v) Cash-Settled Awards. If
any portion of an Award under the Plan is paid to a Participant in cash rather than Shares, that cash payment will not reduce the number of Shares available for issuance under the Plan. 

(d) Incentive Stock Options. The maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the
aggregate Share number stated in Section 3(a) plus, to the extent allowable under Code Section 422, any Shares that become available for issuance under the Plan under Sections 3(b) and 3(c). 

(e) Adjustment. The numbers provided in Sections 3(a), 3(b), and 3(d) will be adjusted as a result of changes in capitalization
and any other adjustments under Section 13. 
 (f) Substitute Awards. If the Committee grants Awards in substitution for
equity compensation awards outstanding under a plan maintained by an entity acquired by or becomes a part of any member of the Company group, the grant of those substitute Awards will not decrease the number of Shares available for issuance under
the Plan. 
 (g) Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of
Shares as will be sufficient to satisfy the requirements of the Plan. 
 4. Administration of the Plan.  

(a) Procedure. 
 (i) The
Plan will be administered by the Board or a Committee (the “Administrator”). Different Administrators may administer the Plan with respect to different groups of Service Providers. The Board may retain the authority to concurrently
administer the Plan with a Committee and may revoke the delegation of some or all authority previously delegated. 
 (ii) To the extent
permitted by Applicable Laws, the Board or a Committee may delegate to one or more subcommittees of the Board or a Committee or officers the authority to grant Awards to Employees of the Company or any of its Subsidiaries, provided that the
delegation must comply with any limitations on the authority required by Applicable Laws, including the total number of Shares that may be subject to the Awards granted by such officer(s). This delegation may be revoked at any time by the Board or
Committee. 
 (b) Powers of the Administrator. Subject to the terms of the Plan, any limitations on delegations specified by the
Board, and any requirements imposed by Applicable Laws, the Administrator will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: 

  
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 (i) to determine the Fair Market Value; 

(ii) to approve forms of Award Agreements for use under the Plan; 

(iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; 

(iv) to determine the number of Shares to be covered by each Award granted; 

(v) to determine the terms and conditions, consistent with the Plan, of any Award granted. Such terms and conditions may include, but are not
limited to, the Exercise Price, the time(s) when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the
Shares relating to an Award; 
 (vi) to institute and determine the terms and conditions of an Exchange Program; 

(vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether
and when a Change in Control has occurred; 
 (viii) to establish, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable
non-U.S. laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each
case as the Administrator may deem necessary or advisable; 
 (ix) to interpret, modify or amend each Award (subject to Section 19),
including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; 
 (x) to allow
Participants to satisfy tax withholding obligations in any manner permitted by Section 16; 
 (xi) to delegate ministerial duties to
any of the Company’s employees; 
 (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents
required for an Award previously granted by the Administrator to be effective; 
 (xiii) to temporarily suspend the exercisability of an
Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the
last date that the Award may be exercised; 

  
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 (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of
Shares otherwise due to any such Participants under an Award; and 
 (xv) to make any determinations necessary or appropriate under
Section 13 
 (c) Grant Date. The grant date of an Award (“Grant Date”) will be the date that the
Administrator makes the determination granting such Award or may be a later date if such later date is designated by the Administrator on the date of the determination or under an automatic grant policy. Notice of the determination will be provided
to each Participant within a reasonable time after the Grant Date. 
 (d) Waiver. The Administrator may waive any terms, conditions or
restrictions. 
 (e) Fractional Shares. Except as otherwise provided by the Administrator, any fractional Shares that result
from the adjustment of Awards will be canceled. Any fractional Shares that result from vesting percentages will be accumulated and vested on the date that an accumulated full Share is vested. 

(f) Electronic Delivery. The Company may deliver by e-mail or other electronic means
(including posting on a website maintained by the Company or by a third party under contract with the Company or another member of the Company Group) all documents relating to the Plan or any Award and all other documents that the Company is
required to deliver to its security holders (including prospectuses, annual reports and proxy statements). 
 (g) Choice of Law;
Choice of Forum. The Plan, all Awards and all determinations made and actions taken under the Plan, to the extent not otherwise governed by the laws of the United States, will be governed by the laws of the State of Delaware without giving
effect to principles of conflicts of law. For purposes of litigating any dispute that arises under this Plan, a Participant’s acceptance of an Award is his or her consent to the jurisdiction of the State of Delaware, and agreement that any such
litigation will be conducted in Delaware Court of Chancery, or the federal courts for the United States for the District of Delaware, and no other courts, regardless of where a Participant’s services are performed. 

(h) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and
binding on all Participants and any other holders of Awards. 
 5. Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units and Performance Awards may be granted to Service Providers. Incentive Stock Options may be granted only to Employees. 

  
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 6. Stock Options. 

(a) Stock Option Award Agreement. Each Option will be evidenced by an Award Agreement that will specify the number of
Shares subject to the Option, per share Exercise Price, its Expiration Date, and such other terms and conditions as the Administrator determines. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a
Nonstatutory Stock Option. An Option not designated as an Incentive Stock Option is a Nonstatutory Stock Option. 
 (b) Exercise
Price. The Exercise Price for the Shares to be issued upon exercise of an Option will be determined by the Administrator and stated in the Award Agreement, subject to the following: 

(i) In the case of an Incentive Stock Option: 

(1) granted to an ISO Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than 10% of the
voting power of all classes of stock of the Company or any Parent or Subsidiary (a “Ten Percent Owner”), the Exercise Price for the Shares to be issued will be no less than 110% of the Fair Market Value per Share on the date of
grant; and 
 (2) granted to any ISO Employee other than a Ten Percent Owner, the Exercise Price for the Shares to be issued will be no less
than 100% of the Fair Market Value per Share on the date of grant. 
 (ii) In the case of a Nonstatutory Stock Option, the Exercise
Price for the Shares to be issued will be no less than 100% of the Fair Market Value per Share on the date of grant. 
 (iii)
Notwithstanding the foregoing, Options may be granted with an Exercise Price of less than 100% of the Fair Market Value per Share on the date of grant (i) pursuant to a transaction described in, and in a manner consistent with,
Section 424(a) of the Code or (ii) to a Service Provider that is not a U.S. taxpayer. 
 (c) Form of Consideration. The
Administrator will determine the acceptable form(s) of consideration for exercising an Option. Unless the Administrator determines otherwise, the consideration may consist of any one or more or combination of the following, to the extent
permitted by Applicable Laws: 
 (i) cash; 

(ii) check or wire transfer; 

(iii) promissory note, if and to the extent approved by the Company; 

(iv) other Shares that have a fair market value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such
Option will be exercised. To the extent not prohibited by the Administrator, this shall include the ability to tender Shares to exercise the Option and then use the Shares received on exercise to exercise the Option with respect to additional
Shares; 
 (v) consideration received by the Company under a cashless exercise arrangement (whether through a broker or
otherwise) implemented by the Company for the exercise of Options that has been approved by the Administrator, if and to the extent permitted by the Company with respect to a particular Award; 

  
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 (vi) consideration received by the Company under a net exercise program under which Shares
are withheld from otherwise deliverable Shares that has been approved by the Administrator, if and to the extent permitted by the Company with respect to a particular Award; and 

(vii) any other consideration or method of payment to issue Shares (provided that other forms of considerations may only be approved by the
Administrator). 
 The Administrator has the power to remove or limit any of the above forms of consideration for exercising an Option except for the payment
of cash at any time in its sole discretion. 
 (d) Term of Option. The term of each Option will be determined by the Administrator and
stated in the Award Agreement, provided that, in the case of an Incentive Stock Option: (a) granted to a Ten Percent Owner, the Option may not be exercisable after the expiration of 5 years from the date such Option is granted, or such shorter
term as may be provided in the Award Agreement; and (b) granted to an ISO Employee other than a Ten Percent Owner, the Option may not be exercisable after the expiration of 10 years from the date such Option is granted term, or such shorter
term as may be provided in the Award Agreement. 
 (e) Incentive Stock Option Limitations.  

(i) To the extent that the aggregate fair market value of the shares with respect to which incentive stock options under Code
Section 422(b) are exercisable for the first time by a Participant during any calendar year (under all plans and agreements of the Company Group) exceeds $100,000, the incentive stock options whose value exceeds $100,000 will be
treated as nonstatutory stock options. Incentive stock options will be considered in the order in which they were granted. For this purpose, the fair market value of the shares subject to an option will be determined as of the grant date of each
option. 
 (ii) If an Option is designated in the Administrator action that granted it as an Incentive Stock Option but the terms of the
Option do not comply with Sections 6(b) and 6(d), then the Option will not qualify as an Incentive Stock Option. 
 (f) Exercise of
Option. An Option is exercised when the Company receives: (i) a notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option and (ii) full payment for the
Shares with respect to which the Option is exercised (together with applicable tax withholdings). Shares issued upon exercise of an Option will be issued in the name of the Participant. Until the Shares are issued (as evidenced by the entry
on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, despite the exercise of the
Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. An Option may not be exercised for a fraction of a Share. Exercising an Option in any manner will decrease the number of Shares
thereafter available, both for purposes of the Plan (except as provided in Section 3(c) and for purchase under the Option, by the number of Shares as to which the Option is exercised. 

  
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 (i) Termination of Relationship as a Service Provider. If a Participant ceases to be
a Service Provider, other than upon such cessation as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within thirty (30) days of such cessation, or such longer period of time as is
specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement or Section 6(d), as applicable) to the extent that the Option is vested on the date of cessation. Unless
otherwise provided by the Administrator or set forth in the Award Agreement or other written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable, if on the date of
such cessation the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan immediately. If after such cessation the Participant does not exercise his or her Option
within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan. 

(ii) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the
Participant may exercise his or her Option within six (6) months of cessation, or such longer period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award
Agreement or Section 6(d), as applicable) to the extent the Option is vested on the date of cessation. Unless otherwise provided by the Administrator or set forth in the Award Agreement or other written agreement authorized by the Administrator
between the Participant and the Company or any of its Subsidiaries or Parents, as applicable, if on the date of cessation the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will
revert to the Plan immediately. If after such cessation the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan. 

(iii) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised within six (6) months
following the Participant’s death, or within such longer period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement or Section 6(d), as
applicable) to the extent that the Option is vested on the date of death, by the Participant’s designated beneficiary, provided the Administrator has permitted the designation of a beneficiary and provided such beneficiary has been designated
prior to the Participant’s death in a form (if any) acceptable to the Administrator. If the Administrator has not permitted the designation of the beneficiary or if no such beneficiary has been designated by the Participant, then such Option
may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. If the Option
is exercised pursuant to this Section 6(f)(iii), Participant’s designated beneficiary or personal representative shall be subject to the terms of this Plan and the Award Agreement, including but not limited to the restrictions on
transferability and forfeitability applicable to the Service Provider. Unless otherwise provided by the Administrator or set forth in the Award Agreement or other written agreement authorized by the Administrator between the Participant and the
Company or any of its Subsidiaries or Parents, as applicable, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan immediately. If the
Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan. 

(g) Expiration of Options. Subject to Section 6(d), an Option’s Expiration Date will be set forth in the Award
Agreement. An Option may expire before its expiration date under the Plan (including pursuant to Sections 6(f), 13, 14, or 16(d)) or under the Award Agreement. 

  
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 (h) Tolling of Expiration. If exercising an Option prior to its expiration is
not permitted because of Applicable Laws, other than the rules of any stock exchange or quotation system on which the Common Stock is listed or quoted, the Option will remain exercisable until 30 days after the first date on which exercise no longer
would be prevented by such provisions; provided, however, that this tolling of expiration shall not apply if and to the extent the holder of such Option is a United States taxpayer and the tolling would result in a violation of Section 409A
such that the Option would be subject to additional taxation or interest under Section 409A. If this would result in the Option remaining exercisable past its Expiration Date, then unless earlier terminated pursuant to Section 14, the
Option will remain exercisable only until the end of the later of (x) the first day on which its exercise would not be prevented by Section 20(a) and (y) its Expiration Date. 

7. Stock Appreciation Rights.  

(a) Stock Appreciation Right Award Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that
will specify the number of Shares subject to the Stock Appreciation Right, its per share Exercise Price, its Expiration Date, and such other terms and conditions as the Administrator determines. 

(b) Exercise Price. The Exercise Price of a Stock Appreciation Right will be determined by the Administrator, provided that in the case
of a Stock Appreciation Right granted to a U.S. taxpayer, the Exercise Price will be no less than 100% of the Fair Market Value of a Share on the date of grant. 

(c) Payment of Stock Appreciation Right Amount. Payment upon Stock Appreciation Right exercise may be made in cash, in
Shares (which, on the date of exercise, have an aggregate Fair Market Value equal to the amount of payment to be made under the Award), or any combination of cash and Shares, with the determination of form of payment made by the Administrator. When
a Participant exercises a Stock Appreciation Right, he or she will be entitled to receive a payment from the Company equal to: 
 (i) the
excess, if any, between the fair market value on the date of exercise over the Exercise Price multiplied by 
 (ii) the number of Shares
with respect to which the Stock Appreciation Right is exercised. 
 (d) Exercise of Stock Appreciation Right. A Stock Appreciation
Right is exercised when the Company receives a notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Stock Appreciation Right. Shares issued upon exercise of a Stock
Appreciation Right will be issued in the name of the Participant. Until the Shares are issued (as evidenced by the entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any
other rights as a stockholder will exist with respect to the Shares subject to a Stock Appreciation Right, despite the exercise of the Stock Appreciation Right. The Company will issue (or cause to be issued) such Shares promptly after the Stock
Appreciation Right is exercised. A Stock Appreciation Right may not be exercised for a fraction of a Share. Exercising a Stock Appreciation Right in any manner will decrease (x) the number of Shares thereafter available under the Stock
Appreciation Right by the number of Shares as to which the Stock Appreciation Right is exercised and (y) the number of Shares thereafter available under the Plan by the number of Shares issued upon such exercise. 

  
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 (e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right’s
Expiration Date will be set forth in the Award Agreement. A Stock Appreciation Right may expire before its expiration date under the Plan (including pursuant to Sections 13, 14, or 17(c)) or under the Award Agreement. Notwithstanding the foregoing,
the rules of Section 6(d) relating to the maximum term and Section 6(f) relating to exercise also will apply to Stock Appreciation Rights. 

(f) Tolling of Expiration. If exercising a Stock Appreciation Right prior to its expiration is not permitted because of
Applicable Laws, other than the rules of any stock exchange or quotation system on which the Common Stock is listed or quoted, the Stock Appreciation Right will remain exercisable until 30 days after the first date on which exercise no longer would
be prevented by such provisions; provided, however, that this tolling of expiration shall not apply if and to the extent the holder of such Stock Appreciation Right is a United States taxpayer and the tolling would result in a violation of
Section 409A such that the Stock Appreciation Right would be subject to additional taxation or interest under Section 409A. If this would result in the Stock Appreciation Right remaining exercisable past its Expiration Date, then unless
earlier terminated pursuant to Section 14, the Stock Appreciation Right will remain exercisable only until the end of the later of (x) the first day on which its exercise would not be prevented by Section 20(a) and (y) its
Expiration Date. 
 8. Restricted Stock. 

(a) Restricted Stock Award Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will
specify the number of Shares subject to the Award of Restricted Stock and such other terms and conditions as the Administrator determines. For the avoidance of doubt, Restricted Stock may be granted without any Period of Restriction (e.g., vested
stock bonuses). Unless the Administrator determines otherwise, Shares of Restricted Stock will be held in escrow while unvested. 
 (b)
Restrictions.  
 (i) Except as provided in this Section 8(b) or the Award Agreement, while unvested, Shares of
Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated. 
 (ii) While unvested, Service Providers holding
Shares of Restricted Stock may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. 

(iii) Service Providers holding a Share covered by an Award of Restricted Stock will not be entitled to receive dividends and other
distributions paid with respect to such Shares while such Shares are unvested, unless the Administrator provides otherwise. If the Administrator provides that dividends and distributions will be received and any such dividends or distributions are
paid in cash they will be subject to the same provisions regarding forfeitability as the Shares with respect to which they were paid and if such dividend or distributions are paid in Shares, the Shares will be subject to the same restrictions on
transferability and forfeitability as the Shares with respect to which they were paid and, unless the Administrator determines otherwise, the Company will hold such dividends until the restrictions on the Shares with respect to which they were paid
have lapsed. 

  
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 (iv) Except as otherwise provided in this Section 8(b) or an Award Agreement, a Share
covered by each Award of Restricted Stock made under the Plan will be released from escrow when practicable after the last day of the applicable Period of Restriction. 

(v) The Administrator may impose, prior to grant, or remove any restrictions on Shares covered by an Award of Restricted Stock. 

9. Restricted Stock Units. 

(a) Restricted Stock Unit Award Agreement. Each Award of Restricted Stock Units will be evidenced by an Award Agreement that will
specify the number of Restricted Stock Units subject to the Award of Restricted Stock Units and such other terms and conditions as the Administrator determines. 

(b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria, if any, that, depending on the extent to which the
criteria are met, will determine the number of Restricted Stock Units paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (that may
include continued employment or service) or any other basis determined by the Administrator in its sole discretion. 
 (c) Earning
Restricted Stock Units. Upon meeting any applicable vesting criteria, the Participant will have earned the Restricted Stock Units and will be paid as determined in Section 9(d). The Administrator may reduce or waive any criteria that must
be met to earn the Restricted Stock Units. 
 (d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made at
the time(s) set forth in the Award Agreement and determined by the Administrator. Unless otherwise provided in the Award Agreement, the Administrator may settle earned Restricted Stock Units in cash, Shares, or a combination of both. 

10. Performance Awards. 

(a) Award Agreement. Each Performance Award will be evidenced by an Award Agreement that will specify the specify any time period
during which any performance objectives or other vesting provisions, if any, will be measured (“Performance Period”), and such other terms and conditions as the Administrator determines. 

(b) Objectives or Vesting Provisions and Other Terms. The Administrator will set objectives or vesting provisions that, depending on the
extent to which the objectives or vesting provisions are met, will determine the value of the payout for the Performance Awards. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or
individual goals (that may include continued employment or service) or any other basis determined by the Administrator in its sole discretion. 

  
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 (c) Form and Timing of Payment. Payment of earned Performance Awards will be made at
the time(s) specified in the Award Agreement. Payment with respect to earned Performance Awards will be made in cash, in Shares of equivalent value, or any combination of cash and Shares, with the determination of form of payment made by the
Administrator at the time of payment or, in the discretion of the Administrator, at the time of grant. 
 (d) Value of Performance
Awards. Each Performance Award’s threshold, target, and maximum payout values will be established by the Administrator on or before the Grant Date. 

(e) Earning Performance Awards. After an applicable Performance Period has ended, the holder of a Performance Award will be
entitled to receive a payout for the Performance Award earned by the Participant over the Performance Period. The Administrator may reduce or waive any performance objectives or other vesting provisions for such Performance Award. 

11. Leaves of Absence/ Reduced or Part-time Work Schedule/Transfer Between Locations/Change of Status. 

(a) Leaves of Absence/ Reduced or Part-time Work Schedule/Transfer Between Locations. Unless the Administrator provides
otherwise or as otherwise required by Applicable Laws, vesting of Awards granted hereunder will be adjusted or suspended during any unpaid leave of absence in accordance with the Company’s leave of absence policy in effect at the time of such
leave. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or within the Company Group. In addition, unless the Administrator
provides otherwise or as otherwise required by Applicable Laws, if, after the date of grant of a Participant’s Award, the Participant commences working on a part-time or reduced work schedule basis, the vesting of such Award will be adjusted in
accordance with the Company’s reduced work schedule/ part-time policy then in effect. Adjustments or suspensions of vesting pursuant to this Section shall be accomplished in a manner that is exempt from or complies with the requirements of
Code Section 409A and the regulations and guidance thereunder. 
 (b) Employment Status. A Participant will not cease to be a
Service Provider in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company (or member of the Company Group) or between the Company or any member of the Company Group. 

(c) Incentive Stock Options. With respect to Incentive Stock Options, no such leave may exceed three (3) months,
unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1st) day of such leave any Incentive Stock Option held by a Participant will cease to be treated as an Incentive Stock Option and will be treated for
tax purposes as a Nonstatutory Stock Option. 
 12. Transferability of Awards. Unless determined otherwise by the
Administrator, or otherwise required by Applicable Laws, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during
the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, the Award will be limited by any additional terms and conditions imposed by the Administrator. Any unauthorized transfer of an Award will be
void. 

  
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 13. Adjustments; Dissolution or Liquidation. 

(a) Adjustments. If any extraordinary dividend or other extraordinary distribution (whether in cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or
exchange of Shares or other securities of the Company, other change in the corporate structure of the Company affecting the Shares, or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards
Board Accounting Standards Codification Topic 718 (or any of its successors) affecting the Shares occurs (including a Change in Control), the Administrator, to prevent diminution or enlargement of the benefits or potential benefits intended to
be provided under the Plan, will adjust the number and class of shares that may be delivered under the Plan and/or the number, class, and price of shares covered by each outstanding Award, and the numerical Share limits in Section 3.
Notwithstanding the foregoing, the conversion of any convertible securities of the Company and ordinary course repurchases of Shares or other securities of the Company will not be treated as an event that will require adjustment. 

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify
each Participant, at such time prior to the effective date of such proposed transaction as the Administrator determines. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such
proposed action. 
 14. Change in Control or Merger.  

(a) Administrator Discretion. If a Change in Control or a merger of the Company with or into another corporation or other entity
occurs (each, a “Transaction”), each outstanding Award will be treated as the Administrator determines (subject to the provisions of this Section), without a Participant’s consent, including that such Award be continued by the
successor corporation or a Parent or Subsidiary of the successor corporation (or an affiliate thereof) or that the vesting of any such Awards may accelerate automatically upon consummation of a Transaction. 

(b) Identical Treatment Not Required. The Administrator need not take the same action or actions with respect to all Awards or
portions thereof or with respect to all Participants. The Administrator may take different actions with respect to the vested and unvested portions of an Award. The Administrator will not be required to treat all Awards similarly in the Transaction.

 (c) Continuation. An Award will be considered continued if, following the Change in Control or merger: 

(i) the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Transaction, the
consideration (whether stock, cash, or other securities or property) received in the Transaction by holders of Shares for each Share held on the effective date of the Transaction (and if holders were offered a choice of consideration, the type
of consideration received by the holders of a majority of the outstanding Shares) and the Award otherwise is continued in accordance with its terms (including vesting criteria, subject to Section 14(c)(iii) below


  
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and Section 13(a); provided that if the consideration received in the Transaction is not solely common stock of the successor corporation or its Parent, the Administrator may, with the
consent of the successor corporation, provide for the consideration to be received upon exercising an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, or Performance Award, for each Share subject to such Award, to be
solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Transaction; or 

(ii) the Award is terminated in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon
the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the Transaction. Any such cash or property may be subjected to any escrow applicable to holders of Common Stock in the Change in Control.
If as of the date of the occurrence of the Transaction the Administrator determines that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the
Company without payment. The amount of cash or property can be subjected to vesting and paid to the Participant over the original vesting schedule of the Award. 

(iii) Notwithstanding anything in this Section 14(c) to the contrary, an Award that vests, is earned or
paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent, in
all cases, unless specifically provided otherwise under the applicable Award Agreement or other written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable; provided,
however, a modification to such performance goals only to reflect the successor corporation’s post-Transaction corporate structure will not invalidate an otherwise valid Award assumption. 

(d) Modification. The Administrator will have authority to modify Awards in connection with a Change in Control or merger: 

(i) in a manner that causes the Awards to lose their tax-preferred status, 

(ii) to terminate any right a Participant has to exercise an Option prior to vesting in the Shares subject to the Option (i.e., “early
exercise”), so that following the closing of the Transaction the Option may only be exercised only to the extent it is vested; 
 (iii)
to reduce the Exercise Price subject to the Award in a manner that is disproportionate to the increase in the number of Shares subject to the Award, as long as the amount that would be received upon exercise of the Award immediately before and
immediately following the closing of the Transaction is equivalent and the adjustment complies with U.S. Treasury Regulation Section 1.409A-1(b)(v)(D); and 

(iv) to suspend a Participant’s right to exercise an Option during a limited period of time preceding and or following the closing of the
Transaction without Participant consent if such suspension is administratively necessary or advisable to permit the closing of the Transaction. 

  
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 (e) Non-Continuation. If the successor
corporation does not continue an Award (or some portion such Award), the Participant will fully vest in (and have the right to exercise) 100% of the then-unvested Shares subject to his or her outstanding Options and Stock Appreciation Rights,
all restrictions on 100% of the Participant’s outstanding Restricted Stock and Restricted Stock Units will lapse, and, regarding 100% of Participant’s outstanding Awards with performance-based vesting, all performance goals or other
vesting criteria will be treated as achieved at 100% of target levels and all other terms and conditions met, in all cases, unless specifically provided otherwise under the applicable Award Agreement or other written agreement authorized by the
Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable. In no event will vesting of an Award accelerate as to more than 100% of the Award. Unless specifically provided otherwise under the
applicable Award Agreement or other written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable, if Options or Stock Appreciation Rights are not continued when a
Change in Control or a merger of the Company with or into another corporation or other entity occurs, the Administrator will notify the Participant in writing or electronically that the Participant’s vested Options or Stock Appreciation Rights
(after considering the foregoing vesting acceleration, if any) will be exercisable for a period of time determined by the Administrator in its sole discretion and all of the Participant’s Options or Stock Appreciation Rights will terminate
upon the expiration of such period (whether vested or unvested). 
 (f) Outside Director Grants. With respect to Awards granted
to an Outside Director, in the event of a Change in Control, the Participant will fully vest in and have the right to exercise outstanding Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including those Shares
which otherwise would not be vested or exercisable, all restrictions on other outstanding Awards will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at
100% of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable Award Agreement, a Company policy related to Director compensation, or other written agreement authorized by the
Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable, that specifically references this default rule. 

15. Outside Director Limits. No Outside Director may be paid, issued or granted, in any Fiscal Year, cash retainer fees and equity
awards (including any Awards issued under this Plan) with an aggregate value greater than $1,000,000 (with the value of each equity award based on its grant date fair value (determined in accordance with U.S. generally accepted accounting
principles)). Any cash compensation paid or Awards granted to an individual for his or her services as an Employee, or for his or her services as a Consultant (other than as an Outside Director), will not count for purposes of the limitation under
this Section 15. 
 16. Tax Matters. 

(a) Withholding Requirements. Prior to the delivery of any Shares or cash under an Award (or exercise thereof) or such earlier time
as any Tax Withholding are due, the Company may deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Tax Withholding with respect to such Award or Shares subject to an Award (including upon
exercise of an Award). 

  
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 (b) Withholding Arrangements. The Administrator, in its sole discretion and under
such procedures as it may specify from time to time, may elect to satisfy such Tax Withholding, in whole or in part (including in combination) by (without limitation) (i) requiring the Participant to pay cash, check or other cash
equivalents, (ii) withholding otherwise deliverable cash (including cash from the sale of Shares issued to the Participant) or Shares having a fair market value equal to the amount required to be withheld or such greater amount (including
up to a maximum statutory amount) as the Administrator may determine or permit if such amount does not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iii) forcing the sale of
Shares issued pursuant to an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount applicable in a Participant’s jurisdiction or a greater amount as the Administrator may determine or permit if such
greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iv) requiring the Participant to deliver to the Company already-owned Shares having a fair market value
equal to the minimum statutory amount required to be withheld or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in
its sole discretion, (v) requiring the Participant to engage in a cashless exercise transaction (whether through a broker or otherwise) implemented by the Company in connection with the Plan, (vi) having the Company or a Parent or
Subsidiary withhold from wages or any other cash amount due or to become due to the Participant and payable by the Company or any Parent or Subsidiary, or (vii) such other consideration and method of payment for the meeting of Tax Withholding
as the Administrator may determine to the extent permitted by Applicable Laws, provided that, in all instances, the satisfaction of the Tax Withholding will not result in any adverse accounting consequence to the Company, as the Administrator may
determine in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date the amount of tax to be withheld is calculated or such other date as Administrator determines is applicable or
appropriate with respect to the Tax Withholding calculation. 
 (c) Compliance With Code
Section 409A. Unless the Administrator determines that compliance with Code Section 409A is not necessary, it is intended that Awards will be designed and operated so that they are either exempt or excepted from
the application of Code Section 409A or comply with any requirements necessary to avoid the imposition of additional tax under Code Section 409A(a)(1)(B) so that the grant, payment, settlement or deferral will not be subject to the
additional tax or interest applicable under Code Section 409A and the Plan and each Award Agreement will be interpreted consistent with this intent. This Section 15(c) is not a guarantee to any Participant of the consequences of his or her
Awards. In no event will the Company have any responsibility, liability or obligation to reimburse, indemnify or hold harmless Participant for any taxes that may be imposed or other costs that may be incurred, as a result of Section 409A. 

17. Other Terms. 

(a) No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right regarding continuing the
Participant’s relationship as a Service Provider with the Company or member of the Company Group, nor will they interfere with the Participant’s right, or the Participant’s employer’s right, to terminate such relationship at any
time free from any liability or claim under the Plan. 
 (b) Interpretation and Rules of Construction. The words “include,”
“includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” 

  
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 (c) Plan Governs. In the event of a conflict between the terms and conditions
of the Plan and the terms and conditions of any Grant Agreement, the terms and conditions of the Plan will prevail. 
 (d)
Forfeiture Events. 
 (i) All Awards granted under the Plan will be subject to recoupment under any clawback policy that the
Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer
Protection Act or other Applicable Laws. In addition, the Administrator may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Administrator determines necessary or appropriate, including without limitation to
any reacquisition right regarding previously acquired Shares or other cash or property. Unless this Section 17(d)(i) is specifically mentioned and waived in an Award Agreement or other document, no recovery of compensation under a clawback
policy or otherwise will be an event that triggers or contributes to any right of a Participant to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or a member of
the Company Group. 
 (ii) The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and benefits
with respect to an Award will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include,
but will not be limited to, termination of such Participant’s status as Service Provider for cause or any specified action or inaction by a Participant that would constitute cause for termination of such Participant’s status as a Service
Provider. 
 18. Term of Plan. Subject to Section 21, the Plan will become effective upon the business day immediately prior to
the Registration Date. It will continue in effect until terminated under Section 19, but no Incentive Stock Options may be granted after ten (10) years from the date the Plan is adopted by the Board and Section 3(b) will operate only
until the tenth (10th) anniversary of the date the Plan is adopted by the Board. 
 19.
Amendment and Termination of the Plan. 
 (a) Amendment and Termination. The Administrator, in its sole discretion, may amend,
alter, suspend or terminate the Plan or any part thereof, at any time and for any reason. 
 (b) Stockholder Approval. The Company
will obtain stockholder approval of any Plan amendment to the extent necessary or desirable to comply with Applicable Laws. 
 (c) Consent
of Participants Generally Required. Subject to Section 19(d) below, no amendment, alteration, suspension or termination of the Plan or an Award under it will materially impair the rights of any Participant without a signed, written
agreement authorized by the Administrator between the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it regarding Awards granted under the Plan prior to such
termination. 

  
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 (d) Exceptions to Consent Requirement. 

(i) A Participant’s rights will not be deemed to have been impaired by any amendment, alteration, suspension or termination if the
Administrator, in its sole discretion, determines that the amendment, alteration, suspension or termination taken as a whole, does not materially impair the Participant’s rights; and 

(ii) Subject to any limitations of Applicable Laws, the Administrator may amend the terms of any one or more Awards without the affected
Participant’s consent even if it does materially impair the Participant’s right if such amendment is done 
 (ii) in a manner
specified by the Plan, 
 (iii) to maintain the qualified status of the Award as an Incentive Stock Option under Code Section 422, 

(iv) to change the terms of an Incentive Stock Option, if such change results in impairment of the Award only because it impairs the qualified
status of the Award as an Incentive Stock Option under Code Section 422, 
 (v) to clarify the manner of exemption from Code
Section 409A or compliance with any requirements necessary to avoid the imposition of additional tax or interest under Code Section 409A(a)(1)(B), or 

(vi) to comply with other Applicable Laws. 

20. Conditions Upon Issuance of Shares. 

(a) Legal Compliance. The Company will make good faith efforts to comply with all Applicable Laws related to the issuance of Shares.
Shares will not be issued pursuant to an Award, including without limitation upon exercise or vesting thereof, as applicable, unless the issuance and delivery of such Shares and exercise or vesting of the Award, as applicable, will comply with
Applicable Laws. If required by the Administrator, issuance will be further subject to the approval of counsel for the Company with respect to such compliance. If the Company determines it to be impossible or impractical to obtain authority from any
regulatory body having jurisdiction or to complete or comply with the requirements of any Applicable Laws, registration or other qualification of the Shares under any state, federal or foreign law or under the rules and regulations of the U.S.
Securities and Exchange Commission, the stock exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Company’s
counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, the Company will be relieved of any liability regarding the failure to issue or sell such Shares as to which such authority, registration, qualification or rule
compliance was not obtained and the Administrator reserves the authority, without the consent of a Participant, to terminate or cancel Awards with or without consideration in such a situation. 

(b) Investment Representations. As a condition to the exercise or vesting of an Award, the Company may require the person exercising
such Award to represent and warrant during any such exercise or vesting that the Shares are being purchased only for investment and with no present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required. 

  
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 (c) Failure to Accept Award. If a Participant has not accepted an Award to the extent
such acceptance has been requested or required by the Company or has not taken all administrative and other steps (e.g., setting up an account with a broker designated by the Company) necessary for the Company to issue Shares upon the vesting,
exercise, or settlement of the Award prior to the date that a portion of the Award is scheduled to vest, then the portion of the Award scheduled to vest on such date will be cancelled on such date and the Shares subject to the Award covered by such
portion immediately will revert to the Plan for no additional consideration unless otherwise provided by the Administrator. 
 21.
Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within 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. 

  
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 THORNE HEALTHECH, INC. 

2010 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

Unless otherwise defined herein, the terms defined in the 2010 Equity Incentive Plan, as amended (the “Plan”) shall have the same
defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”). 
 1. NOTICE OF GRANT OF RESTRICTED STOCK UNITS

  

					
		 	Name:	  	«Name»
		 	Address:	  	

 The undersigned Participant has been granted the right to receive an Award of Restricted Stock Units, subject
to the terms and conditions of the Plan and this Award Agreement, as follows: 
  

					
		 	Date of Grant:	  	«GrantDate»
			
		 	Number of Restricted Stock Units:	  	«Shares»

 Vesting Commencement Date: 

The first date following the expiration of the Lock-Up Period (as defined in Section 5 of Part II
of the Award Agreement) following an Initial Public Offering (as defined below), subject to Participant continuing to be an employee, director or consultant of the Company or any Affiliate (a “Service Provider”) through such date.
“Initial Public Offering” means the consummation of the first firm commitment underwritten public offering pursuant to an effective registration statement on Form S-1 filed with the Securities and
Exchange Commission covering the offer and sale by the Company of its equity securities, as a result of or following which the Company’s Common Stock shall be publicly held. 

Vesting Schedule: 

Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units shall vest in accordance with the
following schedule: 
 Twenty-five percent (25%) of the Restricted Stock Units shall vest on each one year anniversary of the Vesting
Commencement Date, subject to Participant continuing to be a Service Provider through each applicable vesting date. 
 In the event
Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. 












 2. AGREEMENT 

(a) Grant of Restricted Stock Units. The Company hereby grants to the individual (“Participant”) named in the Notice of Grant
of Restricted Stock Units in Part I of this Award Agreement (the “Notice of Grant”) under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated
herein by reference. Subject to Section 13 of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. 

(b) Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive a share of Common Stock (a
“Share”) on the date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Section 4, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of
any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. 

(c) Participant’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”) at the time the Restricted Stock Units are paid to Participant, Participant shall, if required by the Company, concurrently with the receipt of all or any portion of this Restricted Stock Unit Award, deliver to the
Company his or her Investment Representation Statement in the form attached hereto as Exhibit A. 
 (d) Vesting Schedule.
Except as provided in Section 6, and subject to Section 7, the Restricted Stock Units awarded by this Award Agreement will vest in accordance with the vesting schedule set forth in the Notice of Grant, subject to Participant continuing to
be a Service Provider through each applicable vesting date. 
 (e) Lock-Up Period. Participant
hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose
of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock
(or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred
and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions
on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any
successor provisions or amendments thereto) (such period, the “Lock-Up Period”). 

Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are
consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide,
within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed
under the Securities Act. The obligations described in this 

  
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Section 5 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8
or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company
may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any
transferee of the Restricted Stock Unit Award or Shares acquired pursuant to the Restricted Stock Unit Award shall be bound by this Section 5. 

(f) Payment after Vesting. 

(i) General Rule. Subject to Section 10, any Restricted Stock Units that vest will be paid to Participant (or in the event of
Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of Section 6(b), such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after
vesting, but in each such case within sixty (60) days following the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award
Agreement. 
 (ii) Acceleration. 

(1) Discretionary Acceleration. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of
the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Committee. If Participant is a U.S.
taxpayer, the payment of Shares vesting pursuant to this Section 6(b) shall in all cases be paid at a time or in a manner that is exempt from, or complies with, Section 409A. The prior sentence may be superseded in a future agreement or
amendment to this Award Agreement only by direct and specific reference to such sentence. 
 (2) Notwithstanding anything in the Plan or
this Award Agreement or any other agreement (whether entered into before, on or after the Date of Grant), if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with
Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to Participant’s death, and if
(x) Participant is a U.S. taxpayer and a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will
result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination as a Service Provider, then the payment of such accelerated Restricted
Stock Units will not be made until the date six (6) months and one (1) day following the date of Participant’s termination as a Service Provider, unless Participant dies following his or her termination as a Service Provider, in which
case, the Restricted Stock Units will be paid in Shares to Participant’s estate as soon as practicable following his or her death. 

  
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 (iii) Section 409A. It is the intent of this Award Agreement that
it and all payments and benefits to U.S. taxpayers hereunder be exempt from, or comply with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be
subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of
Treasury Regulation Section 1.409A-2(b)(2). However, in no event will the Company reimburse Participant, or be otherwise responsible for, any taxes or costs that may be imposed on Participant as a result
of Section 409A. For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to
time. 
 (g) Forfeiture Upon Termination as a Service Provider. Notwithstanding any contrary provision of this Award Agreement, if
Participant ceases to be a Service Provider for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement will thereupon be forfeited at no cost to the Company and Participant will have no further rights thereunder.

 (h) Tax Consequences. Participant has reviewed with his or her own tax advisors the U.S. federal, state, local and non-U.S. tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or
representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the
transactions contemplated by this Award Agreement. 
 (i) Death of Participant. Any distribution or delivery to be made to Participant
under this Award Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must
furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

 (j) Tax Obligations 

(i) Responsibility for Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if different,
Participant’s employer (the “Employer”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (i) all
federal, state, and local taxes (including the Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the Employer or other payment of
tax-related items related to Participant’s participation in the Plan and legally applicable to Participant, (ii) the Participant’s and, to the extent required by the Company (or Employer), the
Company’s (or Employer’s) fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares, and (iii) any other Company (or Employer) taxes the responsibility for
which the Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s responsibility
and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax Obligations in
connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any


  
 4 













 
dividends or other distributions, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate
Participant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax
withholding event, as applicable, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction. If Participant fails to
make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Participant acknowledges and agrees that the Company may refuse to issue or deliver the Shares. 

(a) Tax Withholding and Default Method of Tax Withholding. When Shares are issued as payment for vested Restricted Stock Units,
Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her
jurisdiction. The minimum amount of Tax Obligations which the Company determines must be withheld with respect to this Award (“Tax Withholding Obligation”) will be satisfied by having the Company withhold otherwise deliverable Shares
having a fair market value equal to the minimum amount statutorily required to be withheld (or such greater amount as Participant may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting
consequences) (such method for satisfying the Tax Withholding Obligation, the “net settlement method”). By accepting this Award, Participant expressly consents to the net settlement method to cover the Tax Withholding Obligation and
agrees and acknowledges that Participant may not satisfy the Tax Withholding Obligation by any means other than such net settlement method, unless required to do so by the Committee or pursuant to the Committee’s express written consent.

 (ii) Committee Discretion. If the Committee determines that Participant cannot satisfy Participant’s Tax Withholding
Obligation through the default procedure described in Section 8(b) or the Committee otherwise determines it is in the best interests of the Company for Participant to satisfy Participant’s Tax Withholding Obligation by a method other than
through the default procedure described in Section 8(b), it may permit or require Participant to satisfy Participant’s Tax Withholding Obligation, in whole or in part (without limitation), if permissible by applicable local law, by
(i) paying cash, (ii) electing to have Shares sold on Participant’s behalf at the prevailing market price pursuant to such procedures as the Company may specify from time to time, including through a broker-assisted arrangement (it
being understood that the Shares to be sold must have vested pursuant to the terms of this Award Agreement and the Plan); (iii) withholding the amount of such Tax Withholding Obligation from Participant’s wages or other cash compensation paid
to Participant by the Company and/or the Employer, (iv) delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to the amount required to be withheld (or such greater amount as Participant may
elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), or (v) such other means as the Committee deems appropriate. 

(iii) Company’s Obligation to Deliver Shares. For clarification purposes, in no event will the Company issue Participant any Shares
unless and until arrangements satisfactory to the Committee have been made for the payment of Participant’s Tax Withholding Obligation. If Participant fails to make satisfactory arrangements for the payment of such Tax Withholding Obligations
hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to 

  
 5 













 
vest pursuant to Sections 4 or 6 or Participant’s Tax Withholding Obligations otherwise become due, Participant will permanently forfeit such Restricted Stock Units to which
Participant’s Tax Withholding Obligation relates and any right to receive Shares thereunder and such Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may
refuse to issue or deliver the Shares if such Tax Obligations are not delivered at the time they are due. 
 (k) Rights as
Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates
representing such Shares (which may be in book entry form) will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage
account). After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. 

(l) No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO
THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE EMPLOYER) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK UNIT AWARD OR ACQUIRING SHARES HEREUNDER.
PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE
VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE EMPLOYER) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE. 
 (m) Grant is Not Transferable. Except to the limited extent provided in Section 9, this grant and the rights and
privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred
hereby immediately will become null and void. 
 (n) Company’s Right of First Refusal. Subject to Section 13,
before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall
have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 14 (the “Right of First Refusal”). 

  
 6 













 (i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the
Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”);
(iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall
offer the Shares at the Offered Price to the Company or its assignee(s). 
 (ii) Exercise of Right of First Refusal. At any time
within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of
the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. 
 (iii) Purchase Price. The
purchase price (“Right of First Refusal Price”) for the Shares purchased by the Company or its assignee(s) under this Section 14 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash
equivalent value of the non-cash consideration shall be determined by the Board in good faith. 

(iv) Payment. Payment of the Right of First Refusal Price shall be made, at the option of the Company or its assignee(s), in cash (by
check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the
Notice or in the manner and at the times set forth in the Notice. 
 (v) Holder’s Right to Transfer. If all of the Shares
proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 14, then the Holder may sell or otherwise transfer such Shares to that Proposed
Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance
with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 14 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice
are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or
otherwise transferred. 
 (vi) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 14
notwithstanding, the transfer of any or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or intestacy to the Participant’s immediate family or a trust for the benefit of the Participant’s
immediate family shall be exempt from the provisions of this Section 14. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other
recipient shall receive and hold the Shares so transferred subject to the provisions of this Award Agreement, including this Section 14, and there shall be no further transfer of such Shares except in accordance with the terms of this
Section 14. 
 (vii) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the
earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded. 

  
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 (o) Restrictive Legends and Stop-Transfer Orders. 

(i) Legends. Participant understands and agrees that the Company shall cause the legends set forth below, or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL IN
FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK UNIT AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER
RESTRICTIONS AND RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE
ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER. 

(ii) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company
may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 

(iii) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or
otherwise transferred in violation of any of the provisions of this Award Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have
been so transferred. 
 (p) Restrictions on Sale of Securities. Any sale of the Shares issued under this Award Agreement will be
subject to any market blackout-period that may be imposed by the Company and must comply with the Company’s insider trading policies and other Applicable Laws. 

  
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 (q) Nature of Grant. In accepting the grant, Participant acknowledges, understands
and agrees that: 
 (i) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other
right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; 

(ii) all decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company; 

(iii) Participant is voluntarily participating in the Plan; 

(iv) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or
compensation; 
 (v) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same, are
not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses,
long-service awards, pension or retirement or welfare benefits or similar payments; 
 (vi) the future value of the underlying Shares is
unknown, indeterminable and cannot be predicted; 
 (vii) for purposes of the Restricted Stock Units, Participant’s status as a Service
Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in
breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by
reference in the Notice of Grant to other arrangements or contracts) or determined by the Committee, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by
any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a
Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Committee shall have the exclusive discretion to determine when Participant is no
longer actively providing services for purposes of the Restricted Stock Units grant (including whether Participant may still be considered to be providing services while on a leave of absence); 

(viii) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this
Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or exchanged, cashed out or substituted for, in connection with any corporate transaction affecting
the Shares; and 

  
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 (ix) the following provisions apply only if Participant is providing services outside the
United States: 
 (1) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected
compensation or salary for any purpose; 
 (2) Participant acknowledges and agrees that none of the Company, the Employer or any Parent or
Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant
to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement; and 
 (3) no claim or
entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or
in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which
Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the
Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to
have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim. 

(r) No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors
regarding his or her participation in the Plan before taking any action related to the Plan. 
 (s) Data
Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Award Agreement and any other Restricted Stock
Unit grant materials by and among, as applicable, the Employer, the Company and any Parent or Subsidiary for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. 

Participant understands that the Company and the Employer may hold certain personal information about Participant, including, but not
limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Restricted
Stock Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. 


  
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 Participant understands that Data will be transferred to a 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. Participant understands that the recipients of the Data may be located in the United States or
elsewhere, and that the recipients’ country of operation (e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participant understands that if he or she resides outside the United
States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. Participant authorizes the Company, any stock plan service provider selected by
the Company and any other possible recipients which may assist the Company (presently or in the future) 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 his or her participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in
the Plan. Participant understands if he or she resides outside the United States, he or she 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 his or her local human resources representative. Further, Participant understands that he or she is providing the consents herein on a purely voluntary basis. If
Participant does not consent, or if Participant later seeks to revoke his or her consent, his or her status as a Service Provider and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing
Participant’s consent is that the Company would not be able to grant Participant Restricted Stock Units or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing his or her
consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local
human resources representative. 
 (t) Address for Notices. Any notice to be given to the Company under the terms of this
Award Agreement will be addressed to the Company at Thorne HealthTech, Inc. 152 W. 57th Street, New York, New York 10019, or at such other address as the Company may hereafter designate in
writing. 
 (u) Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the
Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents
to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by
the Company. 
 (v) No Waiver. Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in
any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not
constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances. 
 (w)
Successors and Assigns. The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Award Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein set forth, this Award Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Award Agreement may only
be assigned with the prior written consent of the Company. 

  
 11 













 (x) Additional Conditions to Issuance of Stock. If at any time the Company will
determine, in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or foreign law, the tax code and related regulations or under the rulings or
regulations of the United States Securities and Exchange Commission or any other governmental regulatory body or the clearance, consent or approval of the United States Securities and Exchange Commission or any other governmental regulatory
authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate) hereunder, such issuance will not occur unless and until such listing, registration, qualification, rule compliance, clearance,
consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Subject to the terms of the Award Agreement and the Plan, the Company shall not be required to issue any certificate or
certificates for Shares hereunder prior to the lapse of such reasonable period of time following the date of vesting of the Restricted Stock Units as the Committee may establish from time to time for reasons of administrative convenience. 

(y) Language. If Participant has received this Award 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. 

(z) Interpretation. The Committee will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions
taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon Participant, the Company and all other interested persons. Neither the Committee nor any person acting on behalf of the Committee
will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement. 

(aa) Modifications to the Award Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects
covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be
made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems
necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award
of Restricted Stock Units. 
 (bb) Governing Law; Severability. This Award Agreement and the Restricted Stock Units are governed by
the internal substantive laws, but not the choice of law rules, of New York. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue
in full force and effect. 

  
 12 













 (cc) Entire Agreement. The Plan is incorporated herein by reference. The Plan and
this Award Agreement (including the exhibits and addendums referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the
Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. 

(dd) Country Addendum. Notwithstanding any provisions in this Award Agreement, the Restricted Stock Unit grant shall be subject to any
special terms and conditions set forth in any appendix to this Award Agreement for any country whose laws are applicable to Participant and this Award of Restricted Stock Units (as determined by the Committee in its sole discretion) (the
“Country Addendum”). Moreover, if Participant relocates to one of the countries included in the Country Addendum, the special terms and conditions for such country will apply to Participant, to the extent the Company determines that the
application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Country Addendum constitutes part of this Award Agreement. 

Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts this Award Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this
Award Agreement and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this
Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. 
  

					
	PARTICIPANT	 		  	THORNE HEALTHTECH, INC.
			
	  
	 		  	  

	Signature	 		  	By
			
	 «Name»
	 		  	  

	Print Name	 		  	Print Name
		 		  	  

		 		  	Title
			
	Address:	 		  	
			
	 «Address»
	 		  	
			
	 «CityStateZip»
	 		  	


  
 13 













 THORNE HEALTHTECH, INC. 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

COUNTRY ADDENDUM 
 TERMS AND
CONDITIONS 
 This Country Addendum includes additional terms and conditions that govern the award of Restricted Stock Units under the Plan if
Participant works in one of the countries listed below. If Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which he or she is currently working or if Participant relocates to
another country after receiving the Award of Restricted Stock Units, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to Participant. 

Certain capitalized terms used but not defined in this Country Addendum shall have the meanings set forth in the Plan and/or the Award Agreement to which this
Country Addendum is attached. 
 NOTIFICATIONS 

This Country Addendum also includes notifications relating to exchange control and other issues of which Participant should be aware with respect to his or her
participation in the Plan. The information is based on the exchange control, securities and other laws in effect in the countries listed in this Country Addendum, as of [_______]. Such laws are often complex and change frequently. As a result, the
Company strongly recommends that Participant not rely on the notifications herein as the only source of information relating to the consequences of his or her participation in the Plan because the information may be outdated when Participant vests
in the Restricted Stock Units and acquires Shares, or when Participant subsequently sell Shares acquired under the Plan. 
 In addition, the notifications
are general in nature and may not apply to Participant’s particular situation, and the Company is not in a position to assure Participant of any particular result. Accordingly, Participant is advised to seek appropriate professional advice as
to how the relevant laws in Participant’s country may apply to Participant’s situation. 
 Finally, if Participant is a citizen or resident of a
country other than the one in which Participant is currently working (or is considered as such for local law purposes) or if Participant moves to another country after receiving an Award of Restricted Stock Units, the information contained herein
may not be applicable to Participant. 












 EXHIBIT A 

INVESTMENT REPRESENTATION STATEMENT 
  

							
	PARTICIPANT	  	:	  	«NAME»	  	
				
	COMPANY	  	:	  	THORNE HEALTHTECH, INC.	  	
				
	SECURITY	  	:	  	COMMON STOCK	  	
				
	AMOUNT	  	:	  	  
	  	
				
	DATE	  	:	  	  
	  	

 In connection with the receipt of the above-listed Securities, the undersigned Participant represents to the
Company the following: 
 1. Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for resale in
connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 

2. Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have
not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection,
Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold these
Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in the
future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and
understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable state securities laws. 

3. Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in
substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain
conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Restricted Stock Unit Award to Participant, the receipt of the Securities shall be exempt from registration under the Securities Act.
In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market
stand-off agreement may require) the Securities 












 
exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of
certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s
transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if
applicable. 
 In the event that the Company does not qualify under Rule 701 at the time of grant of the Restricted Stock Unit Award,
then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (1) the availability of current public information about the Company; (2) the resale to occur more than a
specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (3) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3)
and (4) of the paragraph immediately above. 
 4. Participant further understands that in the event all of the applicable requirements
of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive,
the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a
substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant
understands that no assurances can be given that any such other registration exemption shall be available in such event. 
  

	
	PARTICIPANT
	
	  

	Signature
	
	 «Name» 

	Print Name
	
	  

	Date



  
 2 













 THORNE HEALTHTECH, INC. 

2021 EQUITY INCENTIVE PLAN 

NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT 

Capitalized terms that are not defined in this Notice of Stock Option Grant and Stock Option Agreement (the “Notice of Grant”), the Terms and
Conditions of Stock Option Grant, the Non-U.S. Appendix attached hereto as Exhibit B and all other exhibits to these documents (all together, the “Agreement”) have the meanings given to
them in the Thorne HealthTech, Inc. 2021 Equity Incentive Plan (the “Plan”). 
 The Participant has been granted an Option according to the
terms below and subject to the terms and conditions of the Plan and this Agreement: 
  

							
		 	Participant	  	  
	  	
				
		 	Participant I.D.	  	  
	  	
				
		 	Grant Number	  	  
	  	
				
		 	Grant Date	  	  
	  	
				
		 	Vesting Commencement Date	  	  
	  	
				
		 	Number of Shares Granted	  	  
	  	
				
		 	Exercise Price per Share	  	  
	  	
				
		 	Total Exercise Price	  	  
	  	
				
		 	Type of Option	  	 Incentive Stock Option
	  	
				
		 		  	        Nonstatutory Stock Option	  	
				
		 	Expiration Date	  	  
	  	

 Vesting Schedule: 

Subject to the conditions set forth in this Agreement, this Option shall be exercisable, in whole or in part, according to the following
vesting schedule (as such vesting schedule may be amended or modified from time to time in accordance with this Agreement and the Plan): 

Twenty percent (20%) of the Shares subject to this Option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and
one sixtieth (1/60th) of the Shares subject to this Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on
the last day of the month), subject to Participant continuing to be a Service Provider through each such date. 












 For the avoidance of doubt, in the event of any conflict, discrepancy, or inconsistency
between the vesting schedule set forth above and the document or action of the Board or its authorized committee approving this Option pursuant to the Plan (the “Approval”), the Approval shall govern the initial vesting
terms. Any portion of this Option that shall vest on a monthly basis per such vesting schedule shall vest on the same day of the applicable vesting month as the Vesting Commencement Date set forth above (and if there is no corresponding day, on
the last day of such month), subject to Participant continuing to be a Service Provider through each such date.
 In addition to the vesting
terms set forth above for this award, this Option’s vesting will be accelerated in accordance with any vesting acceleration provisions approved by the Administrator. If the Participant ceases to be a Service Provider for any or no reason
before he or she fully vests in this Option, the unvested portion of this Option will terminate according to the terms of Section 4 of this Agreement. 

Adjustments to Vesting Schedule: 

Notwithstanding the aforementioned vesting schedule, in accordance with Section 11 of the Plan, unless the Administrator provides
otherwise or as otherwise required by Applicable Laws, (a) the vesting schedule of this Option will be adjusted or suspended during any leave of absence in accordance with the Company’s leave of absence and/or reduced work schedule and/or
part-time policy in effect at the time of such leave and (b) if, after the Grant Date of this Option, Participant commences working on a part-time or reduced work schedule basis, the vesting schedule will be adjusted in accordance with the
Company’s reduced work schedule/ part-time policy then in effect. 
 Exercise of Option: 

 

	 	(a)	 If the Participant dies or his or her status as a Service Provider is terminated due to his or her Disability,
the vested portion of this Option will remain exercisable for twelve (12) months after the Participant ceases to be a Service Provider. For any other termination of status as a Service Provider, the vested portion of this Option will remain
exercisable for three (3) months after the Participant ceases to be a Service Provider. 


  

	 	(b)	 If a Transaction occurs, Section 14 of the Plan may further limit this Option’s exercisability.



  

	 	(c)	 This Option will not be exercisable after the Expiration Date, except as may be permitted in accordance with
Section 6(h) of the Plan (which tolls expiration in very limited cases when there are legal restrictions on exercise). 


 The
Participant’s signature below (or Participant’s electronic signature or other electronic acknowledgement or acceptance of this Agreement or Award) indicates that: 
  

	 	(i)	 He or she agrees that this Option is granted under and governed by the terms and conditions of the Plan and
this Agreement, including their exhibits and appendices. 


  

	 	(ii)	 He or she understands that the Company is not providing any tax, legal, or financial advice and is not making
any recommendations regarding his or her participation in the Plan or his or her acquisition or sale of Shares. 



  
 - 2 - 














	 	(iii)	 He or she has reviewed the Plan and this Agreement, has had an opportunity to obtain the advice of personal
tax, legal, and financial advisors prior to signing this Agreement, and fully understands all provisions of the Plan and Agreement. He or she will consult with his or her own personal tax, legal, and financial advisors before taking any action
related to the Plan. 


  

	 	(iv)	 He or she has read and agrees to each provision of Section 10 of this Agreement. 



 

	 	(v)	 He or she will notify the Company of any change to the contact address below. 



 

	 	(vi)	 He or she acknowledges and agrees that this Option will be subject to recoupment under any clawback policy that
the Company adopts pursuant to Section 16(d) of the Plan. 


  

			
	PARTICIPANT
	
	  

	Signature	 	
		
	Address:	 	  

		 	  

		 	  



  
 - 3 - 













 EXHIBIT A 

TERMS AND CONDITIONS OF STOCK OPTION GRANT 

2. Grant. The Company grants the Participant an Option to purchase Shares of Common Stock as described in the Notice of Grant. If there
is a conflict between the Plan, this Agreement, or any other agreement with the Participant governing this Option, those documents will take precedence and prevail in the following order: (a) the Plan, (b) the Agreement, and (c) any
other agreement between the Company and the Participant governing this Option. 
 If the Notice of Grant designates this Option as an
Incentive Stock Option (“ISO”), this Option is intended to qualify as an ISO under Code Section 422. Even if this Option is designated an ISO, to the extent it first become exercisable as to more than $100,000 in any calendar
year, the portion in excess of $100,000 is not an ISO under Code Section 422(d) and that portion will be a Nonstatutory Stock Option (“NSO”). In addition, if the Participant exercises this Option after three
(3) months have passed since he or she ceased to be an employee of the Company or a Parent or Subsidiary of the Company, it generally will no longer be an ISO (however, different rules apply to cessation of employee status due to death or
Disability). If there is any other reason this Option (or a portion of it) will not qualify as an ISO, to the extent of such nonqualification, this Option will be an NSO. The Participant understands that he or she will have no recourse against
the Administrator, any member of the Company Group, or any officer or director of a member of the Company Group if any portion of this Option is not an ISO. 

3. Vesting. This Option will only be exercisable (also referred to as vested) under the Vesting Schedule in the Notice of Grant,
Section 3 of this Agreement, or Section 14 of the Plan. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest unless the Participant continues to be a Service Provider until the time such
vesting is scheduled to occur. 
 4. Administrator Discretion. The Administrator has the discretion to accelerate the vesting of any
portion of this Option. In that case, this Option will be vested as of the date and to the extent specified by the Administrator. 
 5.
Forfeiture upon Cessation of Status as a Service Provider. Upon the Participant’s termination as a Service Provider for any reason, this Option will immediately stop vesting and any portion of this Option that has not yet vested will be
immediately forfeited for no consideration upon the date that Participant ceases to be a Service Provider for any reason, in all cases, subject to Applicable Laws. For purposes of this Option, the Participant’s status as a Service Provider will
be considered to be terminated as of the date the Participant is no longer actively providing services to the Company, or if different, the Participant’s employer (the “Employer”) or the Subsidiary or Parent to which the
Participant is providing services (the Employer, Subsidiary or Parent, as applicable, the “Service Recipient”) or other member of the Company Group (regardless of the reason for such termination and whether or not later found to be
invalid or in breach of employment laws in the jurisdiction where the Participant is a Service Provider or the terms of the Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or
determined by the Administrator, the Participant’s right to vest in this Option under the Plan, if any, will terminate as of such date and the Participant’s right to exercise the Option after termination, if any, will be measured from such
date, and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the
jurisdiction where the 

  
 - 4 - 













 
Participant is a Service Provider or the terms of the Participant’s employment or service agreement, if any). The Administrator shall have the exclusive discretion to determine when the
Participant is no longer actively providing services for purposes of this Option (including whether the Participant may still be considered to be providing services while on a leave of absence). 

6. Death of Participant. Any distribution or delivery to be made to the Participant under this Agreement will, if he or she is then
deceased, be made to the administrator or executor of his or her estate or, if the Administrator permits, his or her designated beneficiary, unless otherwise required to comply with Applicable Laws. Any such transferee must furnish the Company with
(a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations that apply to the transfer. 

7. Exercise of Option. 

7.1 Right to Exercise. This Option may be exercised only before its Expiration Date and only under the Plan and this Agreement. 

7.2 Method of Exercise. To exercise this Option, the Participant must deliver and the Administrator must receive an exercise notice
according to procedures determined by the Administrator. The exercise notice must: 
 (a) state the number of Shares as to which this Option
is being exercised (“Exercised Shares”), 
 (b) make any representations or agreements required by the Company, 

(c) be accompanied by a payment of the total exercise price for all Exercised Shares, and 

(d) be accompanied by a payment of all required Tax Withholdings for all Exercised Shares. 

This Option is exercised when both the exercise notice and payments due under Sections 6(b)(iii) and 6(b)(iv) have been received by the Company for all
Exercised Shares. The Administrator may designate a particular exercise notice to be used, but until a designation is made, the exercise notice attached to this Agreement as Exhibit C may be used. 

8. Method of Payment. The Participant may pay the total exercise price for Exercised Shares by any of the following methods or a
combination of methods: 
 8.1 cash; 

8.2 check; 
 8.3 wire transfer;

 8.4 consideration received by the Company under a formal cashless exercise program adopted by the Company; or 

  
 - 5 - 













 8.5 surrender of other Shares, as long as the Company determines that accepting such Shares
does not result in any adverse accounting consequences to the Company. If Shares are surrendered, the value of those Shares will be the fair market value for those Shares on the date they are surrendered. 

A non-U.S. resident’s methods of exercise may be restricted by the terms and condition of any appendix to this
Agreement for the Participant’s country (the “Appendix”). 
 9. Tax Obligations. 

9.1 Tax Withholding. 
 (a)
No Shares will be issued to the Participant until he or she makes satisfactory arrangements (as determined by the Administrator) for the payment of Tax Withholdings. If the Participant is a non-U.S.
employee, the method of payment of Tax Withholdings may be restricted by any Appendix. If the Participant fails to make satisfactory arrangements for the payment of any Tax Withholdings under this Agreement at the time of an attempted Option
exercise, the Company may refuse to honor the exercise and refuse to deliver the Shares, to the extent permitted by Applicable Laws. 
 (b)
The Company also has the right (but not the obligation) to satisfy any Tax Withholdings: (a) by reducing the number of Shares otherwise deliverable to the Participant; (b) by requiring payment by cash or check made payable to the Company
and/or any Service Recipient with respect to which the withholding obligation arises; (c) by deduction of such amount from salary, wages or other compensation payable to the Participant; or (d) in any combination of the foregoing, or any
other method determined by the Administrator to be compliance with Applicable Laws. 
 (c) The Company may withhold or account for Tax
Withholdings by considering statutory or other withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld
amount in cash (with no entitlement to the equivalent in Common Stock), or if not refunded, the Participant may seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any additional
Tax Withholdings directly to the applicable tax authority or to the Company and/or the Employer(s). If the obligation for Tax Withholdings is satisfied by withholding in Shares, for tax purposes, the Participant will be deemed to have been issued
the full number of Shares exercised, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax Withholdings. 

(d) Further, if the Participant is subject to taxation in more than one jurisdiction between the Grant Date and the date of any relevant
taxable or tax withholding event, the Company or the Employer(s) or former Employer(s) may withhold or account for tax in more than one jurisdiction. 

(e) Regardless of any action of the Company or the Employer(s), the Participant acknowledges that the ultimate liability for all Tax
Withholdings and any and all additional taxes related to the Option, the Shares or other amounts or property delivered under the Option and the Participant’s participation in the Plan is and remains his or her responsibility and may exceed the
amount actually withheld by the Company or the Employer(s). The Participant further acknowledges that the Company and the Employer(s) (1) make no representations or undertakings regarding the treatment of any Tax Withholdings in connection with
any aspect of this Option; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Option to reduce or eliminate his or her liability for Tax Withholdings or achieve any particular tax
result. 

  
 - 6 - 













 (f) For U.S. taxpayers, under Code Section 409A, a stock right (such as this Option)
that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per share exercise price that is determined by the U.S. Internal Revenue Service
(the “IRS”) to be less than the fair market value of an underlying share on the date of grant (a “discount option”) may be considered “deferred compensation.” A stock right that is a “discount
option” may result in (1) income recognition by the recipient of the stock right prior to the exercise of the stock right, (2) an additional 20% U.S. federal income tax, and (3) potential penalty and interest charges. The
“discount option” may also result in additional U.S. state income, penalty and interest tax to the recipient of the stock right. Participant is hereby notified that the Company cannot and has not guaranteed that the IRS will agree that the
per Share exercise price of this Option equals or exceeds the fair market value of a Share on the Grant Date in a later examination. Participant is hereby notified that if the IRS determines that this Option was granted with a per Share exercise
price that was less than the fair market value of a Share on the Grant Date, Participant shall be solely responsible for Participant’s costs related to such a determination. 

9.2 Tax Reporting. This Section 8(b) applies if the Participant is a U.S. income taxpayer. If this Option is partially or wholly an
ISO, and if the Participant sells or otherwise disposes of any the Shares acquired by exercising the ISO portion on or before the later of (i) the date two (2) years after the Grant Date, or (ii) the date one (1) year after the
date of exercise, he or she may be subject to withholding of Tax Withholdings by the Company on the compensation income recognized by him or her and must immediately notify the Company in writing of the disposition. 

10. Rights as Stockholder. The Participant’s or any other person’s rights as a stockholder of the Company (including the right
to vote and to receive dividends and distributions) will not begin until Shares have been issued and recorded on the records of the Company or its transfer agents or registrars. 

11. Acknowledgements and Agreements. The Participant’s signature on the Notice of Grant accepting this Option indicates that: 

11.1 HE OR SHE ACKNOWLEDGES AND AGREES THAT THE VESTING OF THIS OPTION IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AND THAT BEING HIRED,
GRANTED THIS OPTION, AND EXERCISING THIS OPTION WILL NOT RESULT IN VESTING. 
 11.2 HE OR SHE FURTHER ACKNOWLEDGES AND AGREES THAT THIS
OPTION AND AGREEMENT DO NOT CREATE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH HIS OR HER RIGHT OR THE RIGHT OF THE EMPLOYER(S)
TO TERMINATE HIS OR HER RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE, SUBJECT TO APPLICABLE LAWS. 
 11.3 The
Participant agrees that this Agreement and its incorporated documents reflect all agreements on its subject matters and that he or she is not accepting this Agreement based on any promises, representations, or inducements other than those reflected
in the Agreement. 

  
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 11.4 The Participant understands that exercise of this Option is governed strictly by
Sections 6, 7, and 8 of this Agreement and that failure to comply with those Sections could result in the expiration of this Option, even if an attempt was made to exercise. 

11.5 The Participant agrees that the Company’s delivery of any documents related to the Plan or this Option (including the Plan, the
Agreement, the Plan’s prospectus and any reports of the Company provided generally to the Company’s stockholders) to him or her may be made by electronic delivery, which may include but does not necessarily include the delivery of a link
to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail, or any other means of electronic delivery specified by the Company. If
the attempted electronic delivery of such documents fails, the Participant will be provided with a paper copy of the documents. The Participant acknowledges that he or she may receive from the Company a paper copy of any documents that were
delivered electronically at no cost to him or her by contacting the Company by telephone or in writing. The Participant may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such
documents are to be delivered (if the Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or
electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents. 
 11.6
The Participant may deliver any documents related to the Plan or this Option to the Company by e-mail or any other means of electronic delivery approved by the Administrator, but he or she must provide the
Company or any designated third party administrator with a paper copy of any documents if his or her attempted electronic delivery of such documents fails. 

11.7 The Participant accepts that all good faith decisions or interpretations of the Administrator regarding the Plan and Awards under the Plan
are binding, conclusive, and final. No member of the Administrator will be personally liable for any such decisions or interpretations. 

11.8 The Participant agrees that the Plan is established voluntarily by the Company, is discretionary in nature, and may be amended, suspended,
or terminated by the Company at any time, to the extent permitted by the Plan. 
 11.9 The Participant agrees that the grant of this Option
is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past. 

11.10 The Participant agrees that any decisions regarding future Awards will be in the Company’s sole discretion. 

11.11 The Participant agrees that he or she is voluntarily participating in the Plan. 

11.12 The Participant agrees that this Option and any Shares acquired under the Plan are not intended to replace any pension rights or
compensation. 
 11.13 The Participant agrees that this Option, any Shares acquired under the Plan, and their income and value are not part
of normal or expected compensation for any purpose, including for calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments,
bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits, or similar payments. 

  
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 11.14 The Participant agrees that the future value of the Shares underlying this Option is
unknown, indeterminable, and cannot be predicted with certainty. 
 11.15 The Participant understands that if the underlying Shares do not
increase in value, this Option will have no intrinsic monetary value. 
 11.16 The Participant understands that if this Option is exercised,
the value of each Share received on exercise may increase or decrease in value, even below the Exercise Price. 
 11.17 The Participant
agrees that no member of the Company Group is liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of this Option or of any amounts due to him or her
from the exercise of this Option or the subsequent sale of any Shares acquired upon exercise. 
 11.18 Unless otherwise provided in the Plan
or by the Administrator in its discretion, this Option and the benefits evidenced in this Agreement do not create any entitlement to have this Option or any such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed
out or substituted for, in connection with any corporate transaction affecting the Shares. 
 11.19 The Participant agrees that he or she has
no claim or entitlement to compensation or damages from any forfeiture of this Option resulting from the termination of his or her status as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of
employment laws in the jurisdiction where he or she is a Service Provider or the terms of his or her service agreement, if any). 
 12.
Data Privacy.  
 (a) The Participant voluntarily consents to the collection, use and transfer, in electronic or other form,
of his or her personal data as described in this Agreement and any other Award materials (“Data”) by and among, as applicable, the Employer(s), the Company and any member of the Company Group for the exclusive purpose of
implementing, administering, and managing his or her participation in the Plan. 
 (b) The Participant understands that the Company
and the Employer(s) may hold certain personal information about him or her, including, but not limited to, his or her name, home address and telephone number, date of birth, social insurance number or other identification number, salary,
nationality, job title, any shares of stock or directorships held in the Company, details of all equity awards or any other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the exclusive
purpose of implementing, administering, and managing the Plan. 
 (c) The Participant understands that Data will be transferred to one
or more a stock plan service provider(s) selected by the Company, which may assist the Company with the implementation, administration, and management of the Plan. The Participant understands that the recipients of the Data may be located in the
United States or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than his or her country. The Participant understands that if he or she resides outside the United
States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company and any other possible recipients that
may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and
managing his or her participation in the Plan. 

  
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 (d) The Participant understands that Data will be held only as long as is necessary to
implement, administer and manage his or her participation in the Plan. The Participant understands that if he or she resides in certain jurisdictions outside the United States, to the extent required by Applicable Laws, he or she may, at any time,
request access to Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents given by accepting this Option, in any case without cost, by contacting in
writing his or her local human resources representative. Further, the Participant understands that he or she is providing these consents on a purely voluntary basis. If the Participant does not consent or if he or she later seeks to revoke his or
her consent, his or her engagement as a Service Provider with the Employer(s) will not be adversely affected; the only consequence of refusing or withdrawing his or her consent is that the Company will not be able to grant him or her awards under
the Plan or administer or maintain awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan (including the right to retain this Option). The Participant
understands that he or she may contact his or her local human resources representative for more information on the consequences of his or her refusal to consent or withdrawal of consent. 

13. Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that he or she may be subject to insider trading
restrictions and/or market abuse laws in applicable jurisdictions including, but not limited to, the United States and the Participant’s country of residence, which may affect the Participant’s ability to acquire or sell Shares or rights
to Shares (e.g., this Option) under the Plan during such time as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions). Local insider trading laws and
regulations may prohibit the cancellation or amendment of orders the Participant placed before the Participant possessed inside information. Furthermore, the Participant could be prohibited
from                 (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell
securities. The Participant should keep in mind third parties includes fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable insider trading
policy of the Company. The Participant is responsible for ensuring compliance with any applicable restrictions and should consult with his or her personal legal advisor on this matter. 

14. Foreign Asset/Account Reporting Requirements. Depending on the Participant’s country, the Participant may be subject to foreign
asset/account, exchange control and/or tax reporting requirements as a result of the vesting or exercise of this Option, the acquisition, holding and/or transfer of Shares or cash resulting from participation in the Plan and/or the opening and
maintaining of a brokerage or bank account in connection with the Plan. The Participant may be required to report such assets, accounts, account balances and values, and/or related transactions to the applicable authorities in his or her country.
The Participant may also be required to repatriate sale proceeds or other funds received as a result of his or her participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. The
Participant acknowledges that he or she is responsible for ensuring compliance with any applicable foreign asset/account, exchange control and tax reporting and other requirements. The Participant further understands that he or she should consult
the Participant’s personal tax and legal advisors, as applicable on these matters. 

  
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 15. Miscellaneous 

15.1 Address for Notices. Any notice to be given to the Company under the terms of this Agreement must be addressed to the Company at
Thorne HealthTech, Inc., 152 West 57th Street, 10th Floor, New York, New York 10019, USA until the Company designates another address in writing. 

15.2 Non-Transferability of Option. This Option may not be transferred other than by will or the
applicable laws of descent or distribution and may be exercised during the lifetime of the Participant only by him or her or his or her representative following a Disability. 

15.3 Binding Agreement. If this Option is transferred, this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors, and assigns of the parties to this Agreement. 
 15.4 Additional Conditions to Issuance of
Stock. If at any time the Company determines, in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any U.S. or non-U.S.
federal, state or local law the tax Code and related regulations or under the rulings or regulations of the United States Securities and Exchange Commission or any other governmental regulatory body or the clearance, consent or approval of the
United States Securities and Exchange Commission or any other governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant hereunder, such issuance will not occur unless and until such listing,
registration, qualification, rule compliance, clearance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. 

15.5 Captions. Captions provided in this Agreement are for convenience only and are not to serve as a basis for interpretation or
construction of this Agreement. 
 15.6 Agreement Severable. If any provision of this Agreement is held invalid or unenforceable, that
provision will be severed from the remaining provisions of this Agreement and the invalidity or unenforceability will have no effect on the remainder of the Agreement. 

15.7 Non-U.S. Appendix. This Option is subject to any special terms and conditions set forth in
any Appendix. If the Participant relocates to a country included in the Appendix, the special terms and conditions for that country will apply to him or her to the extent the Company determines that applying such terms and conditions is necessary or
advisable for legal or administrative reasons. 
 15.8 Imposition of Other Requirements. The Company reserves the right to impose
other requirements on this Option and the Shares subject to this Option, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or
undertakings that may be necessary to accomplish the foregoing. 
 15.9 Choice of Law; Choice of Forum. The Plan, this Agreement, this
Option, and all determinations made and actions taken under the Plan, to the extent not otherwise governed by the laws of the United States, will be governed by the laws of the State of Delaware without giving effect to principles of conflicts of
law. For purposes of litigating any dispute that arises under the Plan, the Participant’s acceptance of this Option is his or her consent to the jurisdiction of the State of Delaware and his or her agreement that any such litigation will be
conducted in the Delaware Court of Chancery or the federal courts for the United States for the District of Delaware and no other courts, regardless of where he or she is performing services. 

  
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 15.10 Modifications to the Agreement. The Plan and this Agreement constitute the
entire understanding of the parties on the subjects covered. The Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein.
Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. The Company reserves the right to revise the Agreement as it deems necessary or advisable, in its sole
discretion and without the consent of the Participant, to comply with Code Section 409A, to otherwise avoid imposition of any additional tax or income recognition under Code Section 409A in connection with this Option, or to comply with
other Applicable Laws. 
 15.11 Waiver. The Participant acknowledges that a waiver by the Company of a breach of any provision of this
Agreement will not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach of this Agreement by him or her. 

15.12 Language. If Participant has received this Agreement, or any other document related to this Option and/or 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. 

  
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 EXHIBIT B 

APPENDIX TO STOCK OPTION AGREEMENT 

Terms and Conditions 
 This Appendix to Stock
Option Agreement (the “Appendix”) includes additional terms and conditions that govern this Option granted to the Participant under the Plan if he or she resides in one of the countries listed below on the Grant Date or he or she
moves to one of the listed countries. Unless otherwise defined herein, capitalized terms sued but not defined herein shall have the same meanings as set forth in the Plan and this Agreement. 

If the Participant is a citizen or resident of a country (or if the Participant is considered as such for local law purposes) other than the one in which the
Participant is currently residing and/or working, or if the Participant transfers to another country after being granted the Option, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be
applicable to the Participant. 
 Notifications 

This Appendix may also include information regarding exchange controls and certain other issues of which the Participant should be aware with respect to
participation in the Plan. The information is based on the securities, exchange control, and other Applicable Laws in effect in the respective countries as of
[                ] 2021. Such Applicable Laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the
information in this Appendix as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time the Participant sells Shares acquired under the Plan. 

In addition, the information contained in this Appendix is general in nature and may not apply to the Participant’s particular situation, and the Company
is not in a position to assure him or her of a particular result. The Participant is advised to seek appropriate professional advice as to how the Applicable Laws in his or her country may apply to his or her situation. 

Finally, if the Participant is a citizen or resident of a country other than the one in which he or she is currently working, transfers employment after this
Option is granted, or is considered a resident of another country for local law purposes, the information in this Appendix may not apply to him or her, and the Administrator will determine to what extent the terms and conditions in this Appendix
apply. 
 Countries 
 [Insert] 












 EXHIBIT C 

THORNE HEALTHTECH, INC. 

2021 EQUITY INCENTIVE PLAN 

EXERCISE NOTICE 
 Thorne HealthTech, Inc.

 152 West 57th Street, 10th Floor 
 New York, New York 10019

 Attention: Stock Administration 
  

			
	Purchaser Name:	 	
	Grant Date of Stock Option (the “Option”):	 	
	Grant Number:	 	
	Exercise Date:	 	
	Number of Shares Exercised:	 	
	Per Share Exercise Price:	 	
	Total Exercise Price:	 	
	Exercise Price Payment Method:	 	
	Tax Withholdings Payment Method:	 	

 The information in the table above is incorporated in this Exercise Notice. 

1. Exercise of Option. Effective as of the Exercise Date, I elect to purchase the Number of Shares Exercised (“Exercised
Shares”) under the Stock Option Agreement for this Option (the “Agreement”) for the Total Exercise Price. Capitalized terms used but not defined in this Exercise Notice have the meanings given to them in the 2021
Equity Incentive Plan (the “Plan”) and/or the Agreement. 
 2. Delivery of Payment. With this Exercise Notice, I
am delivering the Total Exercise Price and any required Tax Withholdings to be paid in connection with the purchase of the Exercised Shares. I am paying my total purchase price by the Exercise Price Payment Method and the Tax Withholdings by the Tax
Withholdings Payment Method. 
 3. Representations of Purchaser. I acknowledge that: 

3.1 I have received, read, and understood the Plan and the Agreement and agree to be bound by their terms and conditions. 

3.2 The exercise will not be completed until this Exercise Notice, Total Exercise Price, and all
Tax-Related Payments are received by the Company. 

  
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 3.3 I have no rights as a stockholder of the Company (including the right to vote and
receive dividends and distributions) on the Exercised Shares until the Exercised Shares have been issued and recorded on the records of the Company or its transfer agents or registrars. 

3.4 No adjustment will be made for a dividend or other right for which the record date is before the date of issuance, except for adjustments
under Section 13 of the Plan. 
 3.5 There may be adverse tax consequences to exercising this Option, and I am not relying on the
Company for tax advice and have had an opportunity to obtain the advice of personal tax, legal, and financial advisors prior to exercising. 

3.6 The modification and choice of law provisions of the Agreement also govern this Exercise Notice. 

4. Entire Agreement; Choice of Law; Choice of Forum. The Plan and the Agreement are incorporated by reference. This Exercise Notice, the
Plan, and the Agreement are the entire agreement of the parties with respect to this Options and this exercise and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to their subject matter.
The Plan, the Agreement, and this Exercise Notice, to the extent not otherwise governed by the laws of the United States, will be governed by the laws of the State of Delaware without giving effect to principles of conflicts of law. For purposes of
litigating any dispute that arises under the Plan (including without limitation under this Exercise Notice), the Participant consents to the jurisdiction of the State of Delaware and any such litigation being conducted in the Delaware Court of
Chancery or the federal courts for the United States for the District of Delaware and no other courts, regardless of where he or she is performing services. 
  

			
	Submitted by:
	
	PURCHASER
	
	  

	Signature
		
	Address:	 	  

		 	  

		 	  



  
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