EX-10.3





 Exhibit 10.3 

SECOND AMENDED AND RESTATED PROGENITY, INC. 

2012 STOCK PLAN 
  

	 	1.	 ESTABLISHMENT, PURPOSE AND TERM
OF PLAN. 



1.1    Establishment. The Progenity, Inc. (formerly Ascendant MDx, Inc.) 2012 Stock Plan was
originally established effective as of January 1, 2012 (the “Prior Plan’). The Prior Plan was amended and restated effective as of June 12, 2013, the date upon which it was approved by the Board and stockholders,
and was further amended and restated on August 21, 2013 to reflect the name change set forth above, such name change effective August 1, 2013, and to reflect an increased share reserve based upon a 10 for 1 stock split approved by the
Board and stockholders on August 21, 2013, and is now in the form of the Second Amended and Restated Progenity, Inc. 2012 Stock Plan (the “Plan”) set forth herein. 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 persons 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; provided, however, that all Awards shall be granted, if at all, within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the
Company. 
  

	 	2.	 DEFINITIONS AND
CONSTRUCTION. 



2.1    Definitions. Whenever used herein, the following terms shall have their respective meanings
set forth below: 
 (a)    “Award” means an Option, Restricted Stock
Purchase Right or Restricted Stock Bonus granted under the Plan. 
 (b)    “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. 

(c)    “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). 

(d)    “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 Participating Company documents or records; (ii) the Participant’s material failure to abide by a Participating 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 a Participating Company (including, without limitation, the
Participant’s improper use or disclosure of a Participating Company’s confidential or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on 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 a Participating 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 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 a
Participating Company. 
 (e)    “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. 
 (f)    “Code” means the Internal Revenue Code of
1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder. 

(g)    “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, 

  
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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. 

(h)    “Company” means Progenity, Inc., a Delaware corporation, or any successor
corporation thereto. 
 (i)    “Consultant” means a person or entity engaged to
provide consulting or advisory services (other than as an Employee or a Director) to a Participating Company, provided that (i) if the Consultant is a person, the identity of such person, the nature of such services or the entity to which such
services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on either the exemption from registration provided by Rule 701 under the Securities Act or, if the Company is
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, registration on a Form S-8 Registration Statement under the Securities Act, and (ii) if the Consultant is an entity would
not preclude the Company from offering or selling securities to such an entity pursuant to the Plan in reliance on Section 4(2) of the Securities Act. 

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

(k)    “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 Participating Company Group because of the sickness or injury of the Participant. 

(l)    “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 and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; 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 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. 

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

(n)    “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 

  
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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 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. 
 (o)    “Incentive Stock Option” means an
Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code. 

(p)    “Insider” means an Officer, a Director or other person whose transactions
in Stock are subject to Section 16 of the Exchange Act. 
 (q)    “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. 
 (r)    “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). 

(s)    “Nonstatutory Stock Option” means an Option not intended to be (as set
forth in the Award Agreement) or which does not qualify as an Incentive Stock Option. 

  
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 (t)    “Officer” means any
person designated by the Board as an officer of the Company. 
 (u)    “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan. 

(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). 

(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. 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, 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 

  
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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. 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, 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)    “Ten Percent Stockholder” means a person who, at the time an Award is
granted to such person, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company within the meaning of Section 422(b)(6) of the Code. 

(jj)    “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. 

  
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 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; 
 (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. 

  
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 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 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 30,000,000 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 this 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, in the ISO Share Limit set forth in Section 5.3(a), and in the exercise or purchase price per share of any outstanding Awards in order to prevent dilution or enlargement 

  
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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. 
  

	 	5.	 ELIGIBILITY AND OPTION
LIMITATIONS. 



5.1    Persons Eligible for Awards. Awards may be granted only to Employees, Consultants and
Directors. 
 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. 

5.3    Incentive Stock Option Limitations. 

(a)    Maximum Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to
Section 4.1 and adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to the exercise of Incentive Stock Options shall not exceed 30,000,000 shares (the
“ISO Share Limit”). The maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to all Awards other than Incentive Stock Options shall be the number of shares determined in accordance with
Section 4.1, subject to adjustment as provided in Section 4.2. 
 (b)    Persons
Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee. Any person who is not an Employee on the effective date of the grant of an Option to such person may be granted only a
Nonstatutory Stock Option. 
 (c)    Fair Market Value Limitation. To the extent that Options
designated as Incentive Stock Options (granted under all stock plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for Stock having a Fair Market Value greater
than One Hundred Thousand Dollars ($100,000), the portions of such Options which exceed such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section 5.3, Options designated as


  
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Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of Stock shall be determined as of the time the Option with respect to such
Stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required
or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Participant may designate which portion of
such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise of the Option, shares of Stock issued pursuant to
each such portion shall be separately identified. 
  

	 	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 (a) 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 and (b) no Incentive Stock Option granted to a Ten Percent Stockholder shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the
effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock 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 424(a) 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 (a) no Option shall
be exercisable after the expiration of ten (10) years after the effective date of grant of such Option and (b) no Incentive Stock Option granted to a Ten Percent Stockholder shall be exercisable after the expiration of five (5) 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 

  
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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) 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 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. 
 (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 this 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”). 

  
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 (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 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. 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. Notwithstanding the foregoing, to the
extent permitted by the Board, in its discretion, and set forth in the Award Agreement evidencing such Option, a Nonstatutory Stock Option shall be assignable or transferable subject to the applicable limitations, if any, described in Rule 701 under
the Securities Act, and the General Instructions to the Form S-8 Registration Statement under the Securities Act. 
  

	 	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. 

  
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 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 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 

  
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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 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 

  
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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, 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 this 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 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. 

  
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 (a)    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 Potential Parachute Payment shall be either (a) provided to Executive in full, or (b) provided to Participant as to such lesser extent which
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 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 paragraph 9.2(a), the Tax Professional shall determine which benefits shall be reduced so as to achieve the principle set forth in paragraph 9.2(a). For purposes of making the calculations required by paragraph
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 paragraph 9.2(a). The Company shall bear all costs the Tax
Professional may reasonably incur in connection with any calculations contemplated by paragraph 9.2(a). 

(c)    Potential Subsequent Adjustments. 

(i)    If, notwithstanding any calculations performed or reduction in benefits imposed as described in
paragraph 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 Executive’s net after-tax proceeds with respect to the Payments being maximized. If the Excise Taxes are not eliminated pursuant to this paragraph 9.2(c), Executive shall pay the Excise Taxes.


  
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 (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 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 which 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 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 

  
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appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 

 

	 	12.	 AMENDMENT OR TERMINATION OF
PLAN. 


 The Board may amend, suspend or
terminate the Plan at any time. However, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the
provisions of Section 4.2), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable
law, regulation or rule, including the rules of any stock exchange or market system upon which the Stock may then be listed. 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. At least annually, copies of the Company’s balance sheet and
income statement for the just completed fiscal year shall be made available to each Participant and purchaser of shares of Stock upon the exercise of an Award; provided, however, that this requirement shall not apply if all offers and sales of
securities pursuant to the Plan comply with all applicable conditions of Rule 701 under the Securities Act. The Company shall not be required to provide such information to key persons whose duties in connection with the Company assure them access
to equivalent information. The Company shall deliver to each Participant such disclosures as are required in accordance with Rule 701 under the Securities Act. 

  
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 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 the Participant’s Service at any time. To the extent that an Employee
of a Participating Company other than the Company, receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that the Company is the Employee’s employer or that the Employee 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. 

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 certificate 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.
Neither Awards made under this Plan nor shares of Stock or cash paid pursuant to such Awards 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 this
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. 

  
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 13.9    No Constraint on Corporate Action.
Nothing in this 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. 

13.11    Stockholder Approval. The Plan or any increase in the maximum aggregate number of shares
of Stock issuable thereunder as provided in Section 4.1 (the “Authorized Shares”) shall be approved by a majority of the outstanding securities of the Company entitled to vote by the later of (a) a period beginning
twelve (12) months before and ending twelve (12) months after the date of adoption thereof by the Board or (b) the first issuance of any security pursuant to the Plan in the State of California (within the meaning of
Section 25008 of the California Corporations Code). Awards granted prior to security holder approval of the Plan or in excess of the Authorized Shares previously approved by the security holders shall become exercisable no earlier than the date
of security holder approval of the Plan or such increase in the Authorized Shares, as the case may be, and such Awards shall be rescinded if such security holder approval is not received in the manner described in the preceding sentence. 

  
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 PLAN HISTORY 

 

			
	 February 23, 2012
	  	Board adopts Ascendant MDx, Inc. 2012 Stock Plan, with an initial reserve of 1,250,000 shares.
		
	 February 23, 2012
	  	Stockholders of the Company approve Ascendant MDx, Inc. 2012 Stock Plan.
		
	 June 12, 2013
	  	Board adopts Amended and Restated Ascendant MDx, Inc. 2012 Stock Plan with a reserve of 3,000,000 shares.
		
	 June 12, 2013
	  	Stockholders of the Company approve Amended and Restated Ascendant MDx, Inc. 2012 Stock Plan.
		
	 August 21, 2013
	  	Board and Stockholders adopt and approve a 10 for 1 stock split (and corresponding Second Amended and Restated Progenity, Inc. 2012 Stock Plan with a reserve of 30,000,0000 shares, reflecting the stock split)