EX-10.4





 Exhibit 10.4 

PROGENITY, INC. 2015 CONSULTANT STOCK PLAN 
  

	 	1.	 ESTABLISHMENT, PURPOSE AND TERM
OF PLAN. 


 1.1 Establishment. The Progenity,
Inc. 2015 Consultant Stock Plan (the “Plan”) is hereby established effective as of June 8, 2015. Capitalized terms used in this Section 1 shall have the meanings set forth below in Section 2.1. 

1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its
stockholders by providing an incentive to attract, retain and reward individual consultants performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating
Company Group. The Company intends that Awards granted pursuant to the Plan be exempt from or comply with Section 409A of the Code (including any amendments or replacements of such section), and the Plan shall be so construed. 

1.3 Term of Plan. The Plan shall continue in effect until its termination by the Board. 

 

	 	2.	 DEFINITIONS AND CONSTRUCTION.



 2.1 Definitions. Whenever used herein, the following terms shall have their respective
meanings set forth below: 
 (a) “Accredited Investor” has the meaning defined in Rule 501
of Regulation D promulgated under the Securities Act. 
 (b) “Award” means an Option, Restricted
Stock Purchase Right or Restricted Stock Bonus granted under the Plan. 
 (c) “Award Agreement”
means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant. 

(d) “Board” means the Board of Directors of the Company. If one or more Committees have been
appointed by the Board to administer the Plan, “Board” also means such Committee(s). 
 (e)
“Cause” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Award Agreement or written contract of employment or service, any of the following: (i) the
Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any documents or records of any Participating Company or an Engaging Company; (ii) the Participant’s material
failure to abide by an Engaging Company’s code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation,
destruction or diversion of any tangible or intangible asset or corporate opportunity of an Engaging Company or a Participating Company 












 
(including, without limitation, the Participant’s improper use or disclosure of an Engaging Company or a Participating Company’s confidential or proprietary information); (iv) any
intentional act by the Participant which has a material detrimental effect on an Engaging Company or a Participating Company’s reputation or business; (v) the Participant’s repeated failure or inability to perform any reasonable
assigned duties after written notice from an Engaging Company of, and a reasonable opportunity to cure, such failure or inability; (vi) any material breach by the Participant of any employment or service agreement between the Participant and an
Engaging Company or an Engaging Company and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere) of any
criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his or her duties with an Engaging Company or to any Participating Company. 

(f) “Change in Control” means, unless such term or an equivalent term is otherwise defined
with respect to an Award by the Participant’s Award Agreement or written contract of employment or service, the occurrence of any of the following: 

(i) an Ownership Change Event or a series of related Ownership Change Events (collectively, a
“Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent (50%) of the total
combined voting power of the outstanding securities entitled to vote generally in the election of Directors or, in the case of an Ownership Change Event described in Section 2.1(v)(iii), the entity to which the assets of the Company were
transferred (the “Transferee”), as the case may be; or 
 (ii) the liquidation or dissolution of
the Company. 
 For purposes of the preceding sentence, 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 or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business
entities. The Board shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. 

(g) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations and
administrative guidelines promulgated thereunder. 
 (h) “Committee” means the compensation
committee or other committee or subcommittee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have
all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law. 

(i) “Company” means Progenity, Inc., a Delaware corporation, or any successor corporation thereto.


  
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 (j) “Consultant” means a person engaged to provide
consulting or advisory services (other than as an Employee or a Director) to a Participating Company, or to provide services as an employee to an Engaging Company. The Company shall determine in good faith and in the exercise of its discretion
whether an individual has become or has ceased to be a Consultant and the effective date thereof. For purposes of an individual’s rights, if any, under the terms of the Plan as of the time of the Company’s determination of whether or not
the individual is a Consultant, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any. 

(k) “Director” means a member of the Board. 

(l) “Disability” means the inability of the Participant, in the opinion of a qualified physician
acceptable to the Company, to perform the major duties of the Participant’s position with the Engaging Company or to a Participating Company Group because of the sickness or injury of the Participant. 

(m) “Employee” means any person treated as an employee (including an Officer or a Director who is
also treated as an employee) in the records of a Participating Company; provided, however, that neither service as a Director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. The Company
shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee (including any change in status from a Consultant to Employee) and the effective date of such individual’s
employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the terms of the Plan as of the time of the Company’s determination of whether or not the individual is an Employee, all
such determinations by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination as to such individual’s
status as an Employee. 
 (n) “Engaging Company” means any entity (i) for which a Participant
is treated as an employee in the records of such entity, and (ii) that has an agreement with a Participating Company to provide services to the Participating Company (an “Engaging Company Service Agreement”). 

(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

(p) “Fair Market Value” means, as of any date, the value of a share of Stock or other property as
determined by the Board, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following: 

(i) If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market
Value of a share of Stock shall be the closing price of a share of Stock as quoted on the national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such
other source as the Company deems reliable. If the relevant date does not fall on a day on which the 

  
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Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the
relevant date, or such other appropriate day as shall be determined by the Board, in its discretion. 
 (ii) If, on such
date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Board in good faith without regard to any restriction other than a restriction
which, by its terms, will never lapse, and in a manner consistent with the requirements of Section 409A of the Code. 

(q) “Insider” means an Officer, a Director or other person whose transactions in Stock are subject to
Section 16 of the Exchange Act. 
 (r) “Insider Trading Policy” means the written policy of
the Company pertaining to the purchase, sale, transfer or other disposition of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic information regarding the Company or
its securities. 
 (s) “Net-Exercise” means a procedure by
which the Participant will be issued a number of whole shares of Stock upon the exercise of an Option determined in accordance with the following formula: 

N = X(A-B)/A, where 

“N” = the number of shares of Stock to be issued to the Participant upon exercise of the Option; 

“X” = the total number of shares with respect to which the Participant has elected to exercise the Option; 

“A” = the Fair Market Value of one (1) share of Stock determined on the exercise date; and 

“B” = the exercise price per share (as defined in the Participant’s Award Agreement). 

(t) “Officer” means any person designated by the Board as an officer of the Company. 

(u) “Option” means an option granted pursuant to the Plan, which options may not be incentive stock
options as defined under Section 422 of the Code. 
 (v) “Ownership Change Event” means the
occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of
the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more
subsidiaries of the Company). 

  
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 (w) “Parent Corporation” means any present or
future “parent corporation” of the Company, as defined in Section 424(e) of the Code. 
 (x)
“Participant” means any eligible person who has been granted one or more Awards. 
 (y)
“Participating Company” means the Company or any Parent Corporation or Subsidiary Corporation. 

(z) “Participating Company Group” means, at any point in time, all entities collectively which are
then Participating Companies. 
 (aa) “Restricted Stock Award” means an Award of a Restricted Stock
Bonus or a Restricted Stock Purchase Right. 
 (bb) “Restricted Stock Bonus” means Stock granted to
a Participant pursuant to Section 7. 
 (cc) “Restricted Stock Purchase Right” means a
right to purchase Stock granted to a Participant pursuant to Section 7. 
 (dd) “Rule 16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation. 

(ee) “Securities Act” means the Securities Act of 1933, as amended. 

(ff) “Service” means a Participant’s employment or service with the Participating Company
Group, whether in the capacity of an Employee, a Director or a Consultant, or employment with an Engaging Company. Unless otherwise provided by the Board, a Participant’s Service shall not be deemed to have terminated merely because of a change
in the capacity in which the Participant renders such Service or a change in the Participating Company for which the Participant renders such Service or a change from providing service as an employee of an Engaging Company to employment or service
with a Participating Company, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service shall not be deemed to have terminated if the Participant takes any military leave, sick
leave, or other bona fide leave of absence approved by the Company. However, unless otherwise provided by the Board, if any such leave taken by a Participant exceeds ninety (90) days, then on the ninety-first (91st) day following the
commencement of such leave the Participant’s Service shall be deemed to have terminated, unless the Participant’s right to return to Service is guaranteed by statute or contract. Unless a Participant concurrently becomes an Employee or
Director, any termination of an Engaging Company Service Agreement, for any reason, or no reason, or a Participant’s termination of employment with the Engaging Company, shall be a termination of Service. Notwithstanding the foregoing, unless
otherwise established by the Company or required by law, an unpaid leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Award Agreement. Except as otherwise provided by the Board, in its
discretion, the Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the business entity for which the Participant performs Service ceasing to be a Participating Company. Subject to the
foregoing, the Company, in its discretion, 

  
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shall determine whether the Participant’s Service has terminated and the effective date of and reason for such termination. 

(gg) “Stock” means the common stock of the Company, as adjusted from time to time in
accordance with Section 4.2. 
 (hh) “Subsidiary Corporation” means any present or
future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code. 
 (ii)
“Vesting Conditions” mean those conditions established in accordance with the Plan prior to the satisfaction of which shares subject to an Award remain subject to forfeiture or a repurchase option in favor of the
Company exercisable for the Participant’s monetary purchase price, if any, for such shares upon the Participant’s termination of Service. 

2.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or
interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the
context clearly requires otherwise. 
  

	 	3.	 ADMINISTRATION. 



3.1 Administration by the Board. The Plan shall be administered by the Board. All questions of interpretation of the
Plan, of any Award Agreement or of any other form of agreement or other document employed by the Company in the administration of the Plan or of any Award shall be determined by the Board, and such determinations shall be final, binding and
conclusive upon all persons having an interest in the Plan or such Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Board in the exercise of its discretion pursuant to the Plan or
Award Agreement or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest therein. 

3.2 Authority of Officers. Any Officer shall have the authority to act on behalf of the Company with respect to any
matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination or election.

 3.3 Powers of the Board. In addition to any other powers set forth in the Plan and subject to the provisions of
the Plan, the Board shall have the full and final power and authority, in its discretion: 
 (a) to determine the persons
to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock to be subject to each Award; 

(b) to determine the type of Award granted; 

  
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 (c) to determine the Fair Market Value of shares of Stock or other
property; 
 (d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical)
and any shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for
satisfaction of any tax withholding obligation arising in connection with any Award or shares acquired pursuant thereto, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or
vesting of any Award or shares acquired pursuant thereto, (v) the time of expiration of any Award, (vi) the effect of any Participant’s termination of Service on any of the foregoing, and (vii) all other terms, conditions and
restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan; 

(e) to approve one or more forms of Award Agreement; 

(f) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or
any shares acquired pursuant thereto; 
 (g) to accelerate, continue, extend or defer the exercisability or vesting of any
Award or any shares acquired pursuant thereto, including with respect to the period following a Participant’s termination of Service; 

(h) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate the tax policy, accounting
principles or custom of, foreign jurisdictions whose citizens may be granted Awards; and 
 (i) to correct any defect,
supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Board may deem advisable to the extent not
inconsistent with the provisions of the Plan or applicable law. 
 3.4 Administration with Respect to Insiders. With
respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any,
of Rule 16b-3. 
 3.5 Indemnification. In addition to such other
rights of indemnification as they may have as members of the Board or as officers or employees of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the
Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent 

  
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legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such
action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person
shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same. 
  

	 	4.	 SHARES SUBJECT TO PLAN.



 4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2,
the maximum aggregate number of shares of Stock that may be issued under the Plan shall be 3,000,000 and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. The aggregate number of shares of Stock
issued pursuant to Awards under the Plan at any time shall equal only the number of shares of Stock actually issued upon grant, exercise or settlement of an Award. If an outstanding Award for any reason expires or is terminated or canceled or if
shares of Stock are acquired pursuant to an Award subject to forfeiture or repurchase and are forfeited or repurchased by the Company for an amount not greater than the Participant’s exercise or purchase price, the shares of Stock allocable to
the terminated portion of such Award or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan. 

4.2 Adjustments for Changes in Capital Structure. Subject to any required action by the stockholders of the Company and
the requirements of Sections 409A and 424 of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation,
recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination
of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that
has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, and in the exercise or purchase price per
share of any outstanding Awards in order to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected
without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to an
Ownership Change Event) shares of another corporation (the “New Shares”), the Board may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of any such amendment, the number
of shares subject to, and the exercise or purchase price per share of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any fractional share resulting from an adjustment pursuant
to this Section shall be rounded down to the nearest whole number, and the exercise price per share shall be rounded up to the nearest whole cent. In no event may the exercise or purchase price, if any, under any Award be decreased to an amount less
than the par value, if any, of the stock subject to the Award. Such adjustments shall be determined by the Board, and its determination shall be final, binding and conclusive. 

  
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	 	5.	 ELIGIBILITY. 



5.1 Persons Eligible for Awards. Awards may be granted only to Consultants; provided, however that each Consultant who
receives an Award under the Plan must qualify as an Accredited Investor at the time of grant (the “Accredited Investor Requirement”). 

5.2 Participation in the Plan. Awards are granted solely at the discretion of the Board. Eligible persons may be
granted more than one Award. However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award. 

 

	 	6.	 STOCK OPTIONS. 



Options shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the
Board shall from time to time establish. Award Agreements shall set forth the terms and conditions upon which Stock Options may be exercised. Such Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply
with and be subject to the following terms and conditions: 
 6.1 Exercise Price. The exercise price for each Option
shall be established in the discretion of the Board; provided, however, that the exercise price per share for an Option shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option Notwithstanding the
foregoing, an Option may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of
Section 409A of the Code. 
 6.2 Exercisability and Term of Options. Options shall be exercisable at such
time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Board and set forth in the Award Agreement evidencing such Option; provided, however, that no
Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option. Subject to the foregoing, unless otherwise specified by the Board in the grant of an Option, any Option granted hereunder shall
terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions. 

6.3 Payment of Exercise Price. 

(a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number
of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair
Market Value not less than the exercise price, (iii) to the extent permitted under applicable securities laws, as determined by the Board or its legal counsel, by delivery of a properly executed notice of exercise together with irrevocable
instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise
complying with the provisions of Regulation T as promulgated from time to time by the Board of 

  
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Governors of the Federal Reserve System) (a “Cashless Exercise”), (iv) by delivery of a properly executed notice electing a
Net-Exercise, (v) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (vi) by any combination thereof. The Board may at any
time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration. Without limiting the foregoing, if
the Participant is not an Accredited Investor at the time of exercise of the Option, the Board can take any actions it determines necessary or advisable to comply with applicable securities laws, including limiting the form of consideration payable
upon exercise of the Option or delaying or prohibiting the exercise of the Option for such period of time it so determines. 

(b) Limitations on Forms of Consideration. 

(i) Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or
attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. Unless otherwise
provided by the Board, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for more than six (6) months or such other period,
if any, required by the Company (and were not used for another Option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company. 

(ii) Cashless Exercise. The Company reserves, at any and all times, the right, in the Company’s sole and absolute
discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants specified by the Company notwithstanding that such
program or procedures may be available to other Participants. 
 6.4 Effect of Termination of Service. 

(a) Option Exercisability. Subject to earlier termination of the Option as otherwise provided by the Plan, an Option
shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the
applicable time period determined in accordance with the Award Agreement evidencing the Option. To the extent required by applicable law, vested Options shall be exercisable for a minimum period of six (6) months following termination of the
Participant’s Service due to Disability or death and thirty (30) days following any other termination of Service (other than a termination due to Cause). Except as otherwise provided in an Award Agreement, if the Participant’s Service
is terminated for Cause, the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service. Notwithstanding the foregoing, no Option shall be exercisable later than the date of expiration of the
Option’s term as set forth in the Award Agreement evidencing the Option (the “Option Expiration Date”). 

(b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing and other than with respect to a termination
of Service for Cause, if the exercise of an 

  
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Option within the applicable time periods set forth in the Award Agreement is prevented by the provisions of Section 11 below, the Option shall remain exercisable until the later of
(i) thirty (30) days after the date such exercise first would no longer be prevented by such provisions or (ii) the end of the applicable time period set forth in the Award Agreement, but in any event no later than the Option Expiration
Date. 
 6.5 Transferability of Options. Unless otherwise provided in the Award Agreement evidencing the Option,
during the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative. An Option shall not be subject in any manner to anticipation, alienation, sale, exchange,
transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. 

 

	 	7.	 RESTRICTED STOCK AWARDS.



 Restricted Stock Awards shall be evidenced by Award Agreements specifying whether the Award is a
Restricted Stock Bonus or a Restricted Stock Purchase Right and the number of shares of Stock subject to the Award, in such form as the Board shall from time to time establish. Award Agreements evidencing Restricted Stock Awards may incorporate all
or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 

7.1 Types of Restricted Stock Awards Authorized. Restricted Stock Awards may be granted in the form of either a
Restricted Stock Bonus or a Restricted Stock Purchase Right. Restricted Stock Awards may be granted upon such conditions as the Board shall determine, including, without limitation, upon the attainment of one or more performance goals. 

7.2 Purchase Price. The purchase price for shares of Stock issuable under each Restricted Stock Purchase Right
shall be established by the Board in its discretion. No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving shares of Stock pursuant to a Restricted Stock Bonus, the consideration for which shall be
services actually rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a
Participating Company or for its benefit having a value not less than the par value of the shares of Stock subject to a Restricted Stock Award. 

7.3 Purchase Period. A Restricted Stock Purchase Right shall be exercisable within a period established by the Board,
which shall in no event exceed thirty (30) days from the effective date of the grant of the Restricted Stock Purchase Right. 

7.4 Payment of Purchase Price. Except as otherwise provided below, payment of the purchase price for the number of
shares of Stock being purchased pursuant to any Restricted Stock Purchase Right shall be made (a) in cash, by check or in cash equivalent, (b) by such other consideration as may be approved by the Board from time to time to the extent
permitted by applicable law, or (c) by any combination thereof. 
 7.5 Vesting and Restrictions on
Transfer. Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject to Vesting Conditions based upon the 

  
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satisfaction of such Service requirements, conditions, restrictions or performance criteria, as shall be established by the Board and set forth in the Award Agreement evidencing such Award.
During any period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership
Change Event or as provided in Section 7.8. The Board, in its discretion, may provide in any Award Agreement evidencing a Restricted Stock Award that, if the satisfaction of Vesting Conditions with respect to any shares subject to such
Restricted Stock Award would otherwise occur on a day on which the sale of such shares would violate the provisions of the Insider Trading Policy, then satisfaction of the Vesting Conditions automatically shall be determined on the next trading day
on which the sale of such shares would not violate the Insider Trading Policy. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and
shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions. 

7.6 Voting Rights; Dividends and Distributions. Except as provided in this Section, Section 7.5 and any Award
Agreement, during any period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, the Participant shall have all of the rights of a stockholder of the Company holding shares of Stock, including the
right to vote such shares and to receive all dividends and other distributions paid with respect to such shares. However, in the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change
in the capital structure of the Company as described in Section 4.2, any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant is entitled by reason of the
Participant’s Restricted Stock Award shall be immediately subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to which such dividends or distributions were paid or adjustments were made. 

7.7 Effect of Termination of Service. Unless otherwise provided by the Board in the Award Agreement evidencing a
Restricted Stock Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then (a) the Company shall have the option to repurchase for the
purchase price paid by the Participant any shares acquired by the Participant pursuant to a Restricted Stock Purchase Right which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service and (b) the
Participant shall forfeit to the Company any shares acquired by the Participant pursuant to a Restricted Stock Bonus which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service. The Company shall have
the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. 

7.8 Nontransferability of Restricted Stock Award Rights. Rights to acquire shares of Stock
pursuant to a Restricted Stock Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors of the Participant or the Participant’s beneficiary,
except transfer by will or the laws of descent and distribution. All rights with respect to a Restricted Stock Award granted to a 

  
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Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative. 

 

	 	8.	 STANDARD FORMS OF AWARD
AGREEMENTS. 


 8.1 Award Agreements. Each Award shall comply
with and be subject to the terms and conditions set forth in the appropriate form of Award Agreement approved by the Board and as amended from time to time. No Award or purported Award shall be a valid and binding obligation of the Company unless
evidenced by a fully executed Award Agreement. Any Award Agreement may consist of an appropriate form of Notice of Grant and a form of Agreement incorporated therein by reference, or such other form or forms, including electronic media, as the Board
may approve from time to time. 
 8.2 Authority to Vary Terms. The Board shall have the authority from time to time
to vary the terms of any standard form of Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided, however, that the terms and
conditions of any such new, revised or amended standard form or forms of Award Agreement are not inconsistent with the terms of the Plan or applicable law. 
  

	 	9.	 CHANGE IN CONTROL.



 9.1 Effect of Change in Control on Awards. Subject to the requirements and limitations of
Section 409A of the Code, if applicable, the Board may provide for any one or more of the following: 
 (a)
Accelerated Vesting. The Board may, in its discretion, provide in any Award Agreement or, in the event of a Change in Control, may take such actions as it deems appropriate to provide for the acceleration of the exercisability and/or vesting
in connection with such Change in Control of each or any outstanding Award or portion thereof and shares acquired pursuant thereto upon such conditions, including termination of the Participant’s Service prior to, upon, or following such Change
in Control, to such extent as the Board shall determine. 
 (b) Assumption, Continuation or Substitution of Awards.
In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of any
Participant, assume or continue the Company’s rights and obligations under each or any Award or portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award or portion thereof a
substantially equivalent award with respect to the Acquiror’s stock. For purposes of this Section, if so determined by the Board, in its discretion, an Award or any portion thereof shall be deemed assumed if, following the Change in Control,
the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement, for each share of Stock subject to such portion of the Award immediately prior to the Change in Control, the consideration
(whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock
of the Acquiror, the Board may, with the consent of the Acquiror, 

  
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provide for the consideration to be received upon the exercise of the Award for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share
consideration received by holders of Stock pursuant to the Change in Control. If any portion of such consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its
discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. Except as otherwise
provided in an Award Agreement, if the Acquiror does not assume or continue any Award, then any Award or portion thereof which is not assumed or continued by the Acquiror in connection with the Change in Control and which is not exercised as of the
time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an Award prior to the Change
in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the Award Agreement evidencing such Award except as otherwise provided in such Award
Agreement. 
 (c) Cash-Out of Outstanding Awards. Notwithstanding anything
in the Plan to the contrary, the Board may, in its discretion and without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Award or portion thereof outstanding immediately prior to the Change in
Control shall be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined by the Board) of Stock subject to such canceled Award in (i) cash, (ii) stock of the Company or of a corporation or
other business entity that is a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per share of Stock
in the Change in Control, reduced by the exercise or purchase price per share, if any, under such Award. If any portion of such consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the
Board may, in its sole discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. In
the event such determination is made by the Board, the amount of such payment (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of the vested portions of their canceled Awards as soon as practicable following
the date of the Change in Control and in respect of the unvested portions of their canceled Awards in accordance with the vesting schedules applicable to such Awards. 

9.2 Federal Excise Tax Under Section 4999 of the Code. 

(a) Potential Excise Taxes. If at any time or from time to time, it shall be determined by independent tax
professionals selected by the Company (“Tax Professional”) that any acceleration of vesting pursuant to an Award and any other payment or benefit received or to be received by a Participant, whether or not pursuant to an
Award granted under the Plan, would subject the Participant to any excise tax pursuant to Section 4999 of the Code (or any similar tax payable under any state, local, foreign or other law, but expressly excluding any income taxes and penalties
or interest imposed pursuant to Section 409A of the Code (“Excise Taxes”), due to the characterization of such acceleration of vesting, payment or benefit as an “excess parachute payment” under
Section 280G of the Code (“Potential Parachute Payment”), then Participant’s 

  
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Potential Parachute Payment shall be either (i) provided to the Participant in full, or (ii) provided to Participant as to such lesser extent that would result in no portion of such
benefits being subject to the Excise Taxes, whichever of the foregoing amounts, after taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the
receipt by the Participant, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Taxes
(“Payments”). 
 (b) Implementation of Any Benefit Reduction. In the event of a reduction of
benefits pursuant to Section 9.2(a), the Tax Professional shall determine which benefits shall be reduced so as to achieve the principle set forth in Section 9.2(a). For purposes of making the calculations required by Section 9.2(a),
the Tax Professional may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code and other applicable legal authority. The Company and
the Participant shall furnish to the Tax Professional such information and documents as the Tax Professional may reasonably request in order to make a determination under Section 9.2(a). The Company shall bear all costs the Tax Professional may
reasonably incur in connection with any calculations contemplated by Section 9.2(a). 
 (c) Potential Subsequent
Adjustments. 
 (i) If, notwithstanding any calculations performed or reduction in benefits imposed as described in
Section 9.2(a), the IRS determines that Participant is liable for Excise Taxes as a result of the receipt of any payments characterized as “parachute payments” within the meaning of Section 280G of the Code, then the Participant
shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that the Participant challenges the final IRS determination, a final judicial determination, a portion of the Payments equal
to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Participant’s net after-tax
proceeds with respect to the Payments (after taking into account the payment of the Excise Taxes and all other applicable taxes imposed on such benefits) shall be maximized. The Repayment Amount shall be zero if a Repayment Amount of more than zero
would not result in the Participant’s net after-tax proceeds with respect to the Payments being maximized. If the Excise Taxes are not eliminated pursuant to this Section 9.2(c), the Participant
shall pay the Excise Taxes. 
 (ii) Notwithstanding any other provision of this Section 9.2, if (A) there is a
reduction in the payments to the Participant as described above in this Section 9.2, (B) the IRS later determines that the Participant is liable for Excise Taxes, the payment of which would result in the maximization of the Participant’s
net after-tax proceeds (calculated based on the full amount of the Participant’s 

  
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parachute payments and as if the Participant’s benefits had not previously been reduced), and (C) the Participant pays the Excise Tax, then the Company shall pay to the Participant
those payments that were reduced pursuant to the application of the previous provisions of this Section 9.2 as soon as administratively possible after the Participant pays the Excise Taxes to the extent that the Participant’s net after-tax proceeds with respect to the payment of the Payments are maximized. 
  

	 	10.	 TAX WITHHOLDING. 



10.1 Tax Withholding in General. The Company shall have the right to deduct from any and all payments made under
the Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Net Exercise or Cashless Exercise of an Option, to make adequate provision for, the federal, state, local and foreign taxes
(including any social insurance tax), if any, required by law to be withheld by the Participating Company Group with respect to an Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock or to
release shares of Stock from an escrow established pursuant to an Award Agreement until the Participating Company Group’s tax withholding obligations have been satisfied by the Participant. 

10.2 Withholding in Shares. The Company shall have the right, but not the obligation, to deduct from the shares of
Stock issuable to a Participant upon the exercise of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax
withholding obligations of the Participating Company Group. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory
withholding rates. 
  

	 	11.	 COMPLIANCE WITH SECURITIES
LAW. 


 The grant of Awards and the issuance of shares of Stock
pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be
listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable
pursuant to the Award or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities
Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the
Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with 

  
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respect thereto as may be requested by the Company, including status as an Accredited Investor at the time of grant, exercise or vesting of an Award. 

 

	 	12.	 AMENDMENT OR TERMINATION OF
PLAN. 


 The Board may amend, suspend or terminate the Plan at any
time. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Board. Except as provided by the next sentence, no amendment, suspension or termination of the Plan may materially
adversely affect any then outstanding Award without the consent of the Participant. Notwithstanding any other provision of the Plan or any Award Agreement to the contrary, the Board may, in its sole and absolute discretion and without the consent of
any Participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Award Agreement to any present or future law, regulation or rule
applicable to the Plan, including, but not limited to, Section 409A of the Code. 
  

	 	13.	 MISCELLANEOUS PROVISIONS. 



13.1 Repurchase Rights. Shares of Stock issued under the Plan may be subject to a right of first refusal, one or
more repurchase options, or other conditions and restrictions as determined by the Board in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right or other right that it may have
with respect to a share of Stock issued under the Plan, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing
such transfer restrictions prior to the issuance of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate
legends evidencing any such transfer restrictions. To the extent required by any agreement of stockholders or other agreement to which the Company is or may become subject, persons acquiring shares of Stock issued under the Plan will be required to
enter into such agreement upon acquiring such shares of Stock. 
 13.2 Provision of Information. To the extent
required by applicable law, the Company will provide information to Participants regarding the Company.  
 13.3
Rights as Employee, Consultant or Director. No person, even though eligible pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the
Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere with or limit in any way any right of a Participating Company to terminate an Engaging Company Service
Agreement or the Participant’s Service at any time. To the extent that a Consultant receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that the Company is the Consultant’s employer or that
the Consultant has an employment relationship with the Company.  
 13.4 Rights as a Stockholder. A
Participant shall have no rights as a stockholder with respect to any shares covered by an Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent
of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 4.2 or another provision of the Plan. 

  
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 13.5 Delivery of Title to Shares. Subject to any governing rules or
regulations, the Company shall issue or cause to be issued the shares of Stock acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of the following: (a) by delivering to
the Participant evidence of book entry shares of Stock credited to the account of the Participant, (b) by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship,
(c) by delivering such shares of Stock to the Participant in certificated form, or (d) by delivering such shares to an escrow agent who shall hold such shares in accordance with the terms of a form of escrow agreement established by the
Company in order to ensure compliance with the terms of the Plan, the Award Agreement under which the right to receive such shares of Stock were granted, and any other conditions, restrictions or terms of other agreement to which such shares of
Stock are subject upon their issuance. 
 13.6 Fractional Shares. The Company shall not be required to issue
fractional shares upon the exercise or settlement of any Award. 
 13.7 Retirement and Welfare Plans. To the extent
applicable, no shares of Stock or cash paid pursuant to Awards under the Plan shall be included as “compensation” for purposes of computing the benefits payable to any Participant under any Participating Company’s retirement plans
(both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing such benefits. 

13.8 Severability. If any one or more of the provisions (or any part thereof) of the Plan shall be held invalid,
illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan shall not in any way
be affected or impaired thereby. 
 13.9 No Constraint on Corporate Action. Nothing in the Plan shall be construed
to: (a) limit, impair, or otherwise affect the Company’s or another Participating Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or
consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit the right or power of the Company or another Participating Company to take any action which such entity deems to be necessary or
appropriate. 
 13.10 Choice of Law. Except to the extent governed by applicable federal law, the validity,
interpretation, construction and performance of the Plan and each Award Agreement shall be governed by the laws of the State of California, without regard to its conflict of law rules. 

  
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 PLAN HISTORY 

 

			
	June 8, 2015	  	Board adopts Progenity, Inc. 2015 Consultant Stock Plan, with an initial reserve of 3,000,000 shares.