Exhibit 10.4


 


Elevation
Oncology, Inc. 


2021
Employee Stock Purchase Plan


 


1.            Purpose.
Elevation Oncology, Inc. adopted the Plan effective as of the Effective Date. The purpose of this Plan is to provide eligible
employees of the Company and the Participating Corporations with a means of acquiring an equity interest in the Company, to enhance such
employees’ sense of participation in the affairs of the Company. Capitalized terms not defined elsewhere in the text are defined
in Section 28.


 


2.            Establishment
of Plan. The Company proposes to grant rights to purchase shares of Common Stock to eligible employees of the Company and
its Participating Corporations pursuant to this Plan. The Company intends this Plan to qualify as an “employee stock purchase plan”
under Section 423 of the Code (including any amendments to or replacements of such Section), and this Plan shall be so construed,
although the Company makes no undertaking or representation to maintain such qualification. Any term not expressly defined in this Plan
but defined for purposes of Section 423 of the Code shall have the same definition herein. In addition, with regard to offers of
options to purchase shares of Common Stock under the Plan to employees working for a Subsidiary or an Affiliate outside the United States,
this Plan authorizes the grant of options under a Non-Section 423 Component that is not intended to meet Section 423 requirements,
provided, to the extent necessary under Section 423 of the Code, the other terms and conditions of the Plan are met.


 


Subject to Section 14,
a total Two Hundred Twenty Eight Thousand Two Hundred Twenty Two (228,222) shares of Common Stock is reserved for issuance under this
Plan. In addition, on each January 1 for each of 2022 through 2031, the aggregate number of shares of Common Stock reserved for
issuance under the Plan shall be increased automatically by the number of shares equal to One percent (1%) of the total number of outstanding
shares of all classes of the Company’s common stock outstanding on the immediately preceding December 31st (rounded
down to the nearest whole share); provided, that the Board or the Committee may in its sole discretion reduce the amount of the
increase in any particular year. Subject to Section 14, no more than Four Million Five Hundred Sixty Four Thousand Four Hundred
Forty (4,564,440) shares of Common Stock may be issued over the term of this Plan. The number of shares initially reserved for issuance
under this Plan and the maximum number of shares that may be issued under this Plan shall be subject to adjustments effected in accordance
with Section 14. Any or all such shares may be granted under the Section 423 Component.


 


3.            ADMINISTRATION.
The Plan will be administered by the Committee. Subject to the provisions of this Plan and the limitations of Section 423 of
the Code or any successor provision in the Code, all questions of interpretation or application of this Plan shall be determined by the
Committee and its decisions shall be final and binding upon all eligible employees and Participants. The Committee will have full and
exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility, to designate the
Participating Corporations, to determine whether Participating Corporations shall participate in the Section 423 Component or Non-Section 423
Component and to decide upon any and all claims filed under the Plan. Every finding, decision and determination made by the Committee
will, to the full extent permitted by law, be final and binding upon all parties. Notwithstanding any provision to the contrary in this
Plan, the Committee may adopt rules, sub-plans, and/or procedures relating to the operation and administration of the Plan designed to
comply with local laws, regulations or customs or to achieve tax, securities law or other objectives for eligible employees outside of
the United States. The Committee will have the authority to determine the Fair Market Value of the Common Stock (which determination
shall be final, binding and conclusive for all purposes) in accordance with Section 8 below and to interpret Section 8 of the
Plan in connection with circumstances that impact the Fair Market Value. Members of the Committee shall receive no compensation for their
services in connection with the administration of this Plan, other than standard fees as established from time to time by the Board for
services rendered by Board members serving on Board committees. All expenses incurred in connection with the administration of this Plan
shall be paid by the Company. For purposes of this Plan, the Committee may designate separate offerings under the Plan (the terms of
which need not be identical) in which eligible employees of one or more Participating Corporations will participate, and the provisions
of the Plan will separately apply to each such separate offering even if the dates of the applicable Offering Periods of each such offering
are identical. To the extent permitted by Section 423 of the Code, the terms of each separate offering under the Plan need not be
identical, provided that the rights and privileges established with respect to a particular offering are applied in an identical manner
to all employees of every Participating Corporation whose employees are granted options under that particular offering. The Committee
may establish rules to govern the terms of the Plan and the offering that will apply to Participants who transfer employment between
the Company and Participating Corporations or between Participating Corporations, in accordance with requirements under Section 423
of the Code to the extent applicable.


 






    1


     


    

 


4.            ELIGIBILITY.


 


(a)          Any
employee of the Company or the Participating Corporations is eligible to participate in an Offering Period under this Plan, except that
one or more of the following categories of employees may be excluded from coverage under the Plan if determined by the Committee (other
than where such exclusion is prohibited by applicable law):


 


(i)            employees
who do not meet eligibility requirements that the Committee may choose to impose (within the limits permitted by the Code);


 


(ii)           employees
who are not employed by the Company or a Participating Corporation prior to the beginning of such Offering Period or prior to such other
time period as specified by the Committee;


 


(iii)          employees
who are customarily employed for twenty (20) or less hours per week;


 


(iv)          employees
who are customarily employed for five (5) months or less in a calendar year;


 


(v)           (a) employees
who are “highly compensated employees” of the Company or any Participating Corporation (within the meaning of Section 414(q) of
the Code), or (b) any employees who are “highly compensated employees” with compensation above a specified level, who
is an officer and/or is subject to the disclosure requirements of Section 16(a) of the Exchange Act;


 


(vi)          employees
who are citizens or residents of a foreign jurisdiction (without regard to whether they are also a citizen of the United States or a
resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) if either (i) such employee’s participation
is prohibited under the laws of the jurisdiction governing such employee, or (ii) compliance with the laws of the foreign jurisdiction
would violate the requirements of Section 423 of the Code; and


 


(vii)         individuals
who provide services to the Company or any of its Participating Corporations who are reclassified as common law employees for any reason
except for federal income and employment tax purposes.


 






    2


     


    

 


The foregoing notwithstanding, an individual
shall not be eligible if his or her participation in the Plan is prohibited by the law of any country that has jurisdiction over him
or her, if complying with the laws of the applicable country would cause the Plan to violate Section 423 of the Code, or if he or
she is subject to a collective bargaining agreement that does not provide for participation in the Plan.





 


(b)            No
employee who, together with any other person whose stock would be attributed to such employee pursuant to Section 424(d) of
the Code, owns stock or holds options to purchase stock possessing five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or its Parent or Subsidiary or who, as a result of being granted an option under this Plan with
respect to such Offering Period, would own stock or hold options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or its Parent or Subsidiary shall be granted an option to purchase
Common Stock under the Plan. Notwithstanding the foregoing, the rules of Section 424(d) of the Code shall apply in determining
share ownership and the extent to which shares held under outstanding equity awards are to be treated as owned by the employee.


 


5.            OFFERING
DATES.


 


(a)            Each
Offering Period of this Plan may be of up to twenty-seven (27) months duration and shall commence and end at the times designated by
the Committee. Each Offering Period shall consist of one or more Purchase Periods during which Contributions made by Participants are
accumulated under this Plan.


 


(b)            The
initial Offering Period shall commence on a date selected by the Committee. The initial Offering Period shall consist of one Purchase
Period (except as otherwise provided the Committee). Thereafter, a new Offering Period shall commence on such dates as are specified
by the Committee, with each such Offering Period also consisting of a single six (6)-month Purchase Period, except as otherwise provided
by an applicable sub-plan, or by the Committee. The Committee may at any time establish a different duration for an Offering Period or
Purchase Period to be effective after the next scheduled Purchase Date, up to a maximum duration of twenty-seven (27) months.


 


6.            PARTICIPATION
IN THIS PLAN.


 


(a)            Any
employee who is an eligible employee determined in accordance with Section 4 immediately prior to an Offering Periods will be eligible
to participate in this Plan, subject to the requirement of Section 6(b) hereof and the other terms and provisions of this Plan.


 


(b)            With
respect to any Offering Periods under this Plan, a Participant may elect to participate in this Plan by submitting an enrollment agreement,
or electronic representation thereof, to the Company and/or via the authorized third party administrator (the “Third Party
Administrator”) prior to the commencement of such Offering Period (or such earlier date as the Committee may determine)
to which such agreement relates, subject to the other terms and provisions of this Plan and in accordance with such rules as the
Committee may determine.


 


(c)            Once
an employee becomes a Participant in an Offering Period, then such Participant will automatically participate in each subsequent Offering
Period commencing immediately following the last day of the prior Offering Period at the same contribution level unless the Participant
withdraws or is deemed to withdraw from this Plan or terminates further participation in an Offering Period as set forth in Section 11
below, or otherwise notifies the Company of a change in the Participant’s contribution level by filing an additional subscription
agreement or electronic representation thereof with the Company and/or the Third Party Administrator, prior to the next Offering Period.
A Participant who is continuing participation pursuant to the preceding sentence is not required to file any additional enrollment agreement
in order to continue participation in this Plan; a Participant who is not continuing participation pursuant to the preceding sentence
is required to file an enrollment agreement prior to the commencement of the Offering Period (or such earlier date as the Committee may
determine) to which such agreement relates.


 






    3


     


    

 


7.            GRANT
OF OPTION ON ENROLLMENT. Becoming a Participant with respect to an Offering Period will constitute the grant (as of the Offering
Date) by the Company to such Participant of an option to purchase on the Purchase Date up to that number of shares of Common Stock determined
by a fraction, the numerator of which is the amount accumulated in such Participant’s Contribution account during such Purchase
Period and the denominator of which is the lower of (i) eighty-five percent (85%) of the Fair Market Value of a share of Common
Stock on the Offering Date (but in no event less than the par value of a share of the Common Stock), or (ii) eighty-five percent
(85%) of the Fair Market Value of a share of the Common Stock on the Purchase Date (but in no event less than the par value of a share
of the Common Stock); and provided, further, that the number of shares of Common Stock subject to any option granted pursuant
to this Plan shall not exceed the lesser of (x) the maximum number of shares set by the Committee pursuant to Section 10(b) below
with respect to the applicable Purchase Date, or (y) the maximum number of shares which may be purchased pursuant to Section 10(a) below
with respect to the applicable Purchase Date.


 


8.            PURCHASE
PRICE. The Purchase Price per share at which a share of Common Stock will be sold in any Offering Period shall be eighty-five percent
(85%) of the lesser of:


 


(a)            The
Fair Market Value on the Offering Date; or


 


(b)            The
Fair Market Value on the Purchase Date.


 


9.            PAYMENT
OF PURCHASE PRICE; CONTRIBUTION CHANGES; SHARE ISSUANCES.


 


(a)            The
Purchase Price shall be accumulated by regular payroll deductions made during each Offering Period, unless the Committee determines that
contributions may be made in another form (including but not limited to with respect to categories of Participants outside the United
States that Contributions may be made in another form due to local legal requirements). The Contributions are made as a percentage of
the Participant’s Compensation in one percent (1%) increments not less than one percent (1%)] nor greater than fifteen percent
(15%) or such lower limit set by the Committee. “Compensation” shall mean base salary or regular hourly wages;
however, the Committee shall have discretion to adopt a definition of Compensation (or in foreign jurisdictions, equivalent cash compensation)
from time to time of all cash compensation reported on the employee's Form W-2 or corresponding local country tax return, including
without limitation base salary or regular hourly wages, bonuses, incentive compensation, commissions, overtime, shift premiums, pay during
leaves of absence, and draws against commissions (or in foreign jurisdictions, equivalent cash compensation). For purposes of determining
a Participant’s Compensation, any election by such Participant to reduce his or her regular cash remuneration under Sections 125
or 401(k) of the Code (or in foreign jurisdictions, equivalent deductions) shall be treated as if the Participant did not make such
election. Contributions shall commence on the first payday following the last Purchase Date and shall continue to the end of the Offering
Period unless sooner altered or terminated as provided in this Plan. Notwithstanding the foregoing, the terms of any sub-plan may permit
matching shares without the payment of any purchase price.


 






    4


     


    

 


(b)           A
Participant may decrease the rate of Contributions during an Offering Period by filing with the Company or a third party designated by
the Company a new authorization for Contributions, with the new rate to become effective no later than the second payroll period commencing
after the Company’s receipt of the authorization and continuing for the remainder of the Offering Period unless changed as described
below. A decrease in the rate of Contributions may be made once during any Offering Period, or more frequently under rules determined
by the Committee. A Participant may increase or decrease the rate of Contributions for any subsequent Offering Period by filing with
the Company or a third party designated by the Company a new authorization for Contributions prior to the beginning of such Offering
Period, or such other time period as specified by the Committee.


 


(c)           A
Participant may reduce his or her Contribution percentage to zero during an Offering Period by filing with the Company or a third party
designated by the Company a request for cessation of Contributions. Such reduction shall be effective beginning no later than the second
payroll period after the Company’s receipt of the request and no further Contributions will be made for the duration of the Offering
Period. Contributions credited to the Participant’s account prior to the effective date of the request shall be used to purchase
shares of Common Stock in accordance with Subsection (e) below. A reduction of the Contribution percentage to zero shall be treated
as such Participant’s withdrawal from such Offering Period and the Plan, effective as of the day after the next Purchase Date following
the filing date of such request with the Company.


 


(d)           All
Contributions made for a Participant are credited to his or her book account under this Plan and are deposited with the general funds
of the Company, except to the extent local legal restrictions outside the United States require segregation of such Contributions. No
interest accrues on the Contributions, except to the extent required due to local legal requirements. All Contributions received or held
by the Company may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such Contributions,
except to the extent necessary to comply with local legal requirements outside the United States.


 


(e)           On
each Purchase Date, so long as this Plan remains in effect and provided that the Participant has not submitted a signed and completed
withdrawal form before that date which notifies the Company and/or the Third Party Administrator that the Participant wishes to withdraw
from that Offering Period under this Plan and have all Contributions accumulated in the account maintained on behalf of the Participant
as of that date returned to the Participant, the Company shall apply the funds then in the Participant’s account to the purchase
of whole shares of Common Stock reserved under the option granted to such Participant with respect to the Offering Period to the extent
that such option is exercisable on the Purchase Date. The Purchase Price per share shall be as specified in Section 8 of this Plan.
Any fractional share, as calculated under this Subsection (e), shall be rounded down to the next lower whole share, unless the Committee
determines with respect to all Participants that any fractional share shall be credited as a fractional share. Any amount remaining in
a Participant’s account on a Purchase Date which is less than the amount necessary to purchase a full share of the Common Stock
shall be carried forward without interest (except to the extent necessary to comply with local legal requirements outside the United
States) into the next Purchase Period or Offering Period, as the case may be, unless otherwise required to be refunded or returned to
the Participant pursuant to this Section 9, Section 10(d), Section 11(b), Section 12, Section 13, Section 25,
or as otherwise provided by this Plan; however, the Committee may determine for future Offering Periods that such amounts shall be refunded
without interest. In the event that this Plan has been oversubscribed, all funds not used to purchase shares on the Purchase Date shall
be returned to the Participant, without interest (except to the extent required due to local legal requirements outside the United States).
No Common Stock shall be purchased on a Purchase Date on behalf of any employee whose participation in this Plan has terminated prior
to such Purchase Date, except to the extent required due to local legal requirements outside the United States.


 






    5


     


    

 


(f)           As
promptly as practicable after the Purchase Date, the Company shall issue shares for the Participant’s benefit representing the
shares purchased upon exercise of his or her option.


 


(g)           During
a Participant’s lifetime, his or her option to purchase shares hereunder is exercisable only by him or her. The Participant will
have no interest or voting right in shares covered by his or her option until such option has been exercised.


 


(h)           To
the extent required by applicable federal, state, local or foreign law, a Participant shall make arrangements satisfactory to the Company
and the Participating Corporation employing the Participant for the satisfaction of any withholding tax obligations that arise in connection
with the Plan. The Company or any Subsidiary or Affiliate, as applicable, may withhold, by any method permissible under the applicable
law, the amount necessary for the Company or Subsidiary or Affiliate, as applicable, to meet applicable withholding obligations, including
any withholding required to make available to the Company or Subsidiary or Affiliate, as applicable, any tax deductions or benefits attributable
to the sale or early disposition of shares of Common Stock by a Participant. The Company shall not be required to issue any shares of
Common Stock under the Plan until such obligations are satisfied.


 


10.          LIMITATIONS
ON SHARES TO BE PURCHASED.


 


(a)           Any
other provision of the Plan notwithstanding, no Participant shall purchase Common Stock with a Fair Market Value in excess of the following
limit:


 


(i)           In
the case of Common Stock purchased during an Offering Period that commenced in the current calendar year, the limit shall be equal to
(A) $25,000 minus (B) the Fair Market Value of the Common Stock that the Participant previously purchased in the current calendar
year (under this Plan and all other employee stock purchase plans of the Company or any Parent or Subsidiary).


 


(ii)          In
the case of Common Stock purchased during an Offering Period that commenced in the immediately preceding calendar year, the limit shall
be equal to (A) $50,000 minus (B) the Fair Market Value of the Common Stock that the Participant previously purchased (under
this Plan and all other employee stock purchase plans of the Company or any Parent or Subsidiary) in the current calendar year and in
the immediately preceding calendar year.


 


(iii)           In
the case of Common Stock purchased during an Offering Period that commenced two calendar years prior, the limit shall be equal to (A) $75,000
minus (B) the Fair Market Value of the Common Stock that the Participant previously purchased (under this Plan and all other employee
stock purchase plans of the Company or any Parent or Subsidiary) in the current calendar year and in the two immediately preceding calendar
years.


 


For purposes of this Subsection (a), the
Fair Market Value of Common Stock shall be determined in each case as of the beginning of the Offering Period in which such Common Stock
is purchased. Employee stock purchase plans not described in Section 423 of the Code shall be disregarded. If a Participant is precluded
by this Subsection (a) from purchasing additional Common Stock under the Plan, then his or her Contributions shall automatically
be discontinued and shall automatically resume at the beginning of the earliest Purchase Period that will end in the next calendar year
(if he or she then is an eligible employee), provided that when the Company automatically resumes such Contributions, the Company must
apply the rate in effect immediately prior to such suspension.


 


(b)            In
no event shall a Participant be permitted to purchase more than 3,500 shares on any one Purchase Date or such lesser number as the Committee
shall determine. If a lower limit is set under this Subsection (b), then all Participants will be notified of such limit prior to
the commencement of the next Offering Period for which it is to be effective.


 






    6


     


    

 


(c)            If
the number of shares to be purchased on a Purchase Date by all Participants exceeds the number of shares then available for issuance
under this Plan, then the Company will make a pro rata allocation of the remaining shares in as uniform a manner as shall be reasonably
practicable and as the Committee shall determine to be equitable. In such event, the Company will give notice of such reduction of the
number of shares to be purchased under a Participant’s option to each Participant affected.


 


(d)            Any
Contributions accumulated in a Participant’s account which are not used to purchase stock due to the limitations in this Section 10,
and not covered by Section 9(e), shall be returned to the Participant as soon as administratively practicable after the end of the
applicable Purchase Period, without interest (except to the extent required due to local legal requirements outside the United States).


 


11.           WITHDRAWAL.


 


(a)            Each
Participant may withdraw from an Offering Period under this Plan pursuant to a method specified for such purpose by the Company. Such
withdrawal may be elected at any time prior to the end of an Offering Period, or such other time period as specified by the Committee.


 


(b)           Upon
withdrawal from this Plan, the accumulated Contributions shall be returned to the withdrawn Participant, without interest (except to
the extent required due to local legal requirements outside the United States), and his or her interest in this Plan shall terminate.
In the event a Participant voluntarily elects to withdraw from this Plan, he or she may not resume his or her participation in this Plan
during the same Offering Period, but he or she may participate in any Offering Period under this Plan which commences on a date subsequent
to such withdrawal by filing a new authorization for Contributions in the same manner as set forth in Section 6 above for initial
participation in this Plan.


 


(c)            To
the extent applicable, if the Fair Market Value on the first day of the current Offering Period in which a Participant is enrolled is
higher than the Fair Market Value on the last day of any applicable Purchase Period, (1) the Company will automatically withdraw
the Participant from the prior Offering Period and the Participant will be automatically enrolled in a new Offering Period, (2) the
old Offering Period is terminated, (3) the new Offering Period will be coterminous with the originally scheduled termination date
of the old Offering Period, unless otherwise determined by the Committee, and (4) any funds accumulated in a Participant’s
account prior to the first day of such new Offering Period will be applied to the purchase of shares on the Purchase Date preceding the
first day of such new Offering Period.


 


12.           TERMINATION
OF EMPLOYMENT. Termination of a Participant’s employment for any reason, including retirement, death, disability, or the failure
of a Participant to remain an eligible employee of the Company or of a Participating Corporation, immediately terminates his or her participation
in this Plan (except as required due to local legal requirements outside the United States). In such event, accumulated Contributions
credited to the Participant’s account will be returned to him or her or, in the case of his or her death, to his or her legal representative,
without interest (except to the extent required due to local legal requirements outside the United States). For purposes of this Section 12,
an employee will not be deemed to have terminated employment or failed to remain in the continuous employ of the Company or of a Participating
Corporation in the case of sick leave, military leave, or any other leave of absence approved by the Company; provided that such
leave is for a period of not more than ninety (90) days or reemployment upon the expiration of such leave is guaranteed by contract or
statute. The Company will have sole discretion to determine whether a Participant has terminated employment and the effective date on
which the Participant terminated employment, regardless of any notice period or garden leave required under local law.


 






    7


     


    

 


13.           RETURN
OF CONTRIBUTIONS. In the event a Participant’s interest in this Plan is terminated by withdrawal, termination of employment
or otherwise, or in the event this Plan is terminated by the Board, the Company shall deliver to the Participant all accumulated Contributions
credited to such Participant’s account. No interest shall accrue on the Contributions of a Participant in this Plan (except to
the extent required due to local legal requirements outside the United States).





 


14.            CAPITAL
CHANGES. If the number and class of outstanding shares is changed by a stock dividend, recapitalization, stock split, reverse stock
split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration, then
the Committee shall adjust the number and class of Common Stock that may be delivered under the Plan, the Purchase Price per share and
the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised, and the numerical limits
of Sections 2 and 10 shall be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company
and in compliance with the applicable securities laws; provided that fractions of a share will not be issued.


 


15.            NONASSIGNABILITY.
Neither Contributions credited to a Participant’s account nor any rights with regard to the exercise of an option or to receive
shares under this Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent
and distribution or as provided in Section 22 below) by the Participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be void and without effect.


 


16.            USE
OF PARTICIPANT FUNDS AND REPORTS. The Company may use all Contributions received or held by it under the Plan for any corporate purpose,
and the Company will not be required to segregate Participant Contributions (except to the extent required due to local legal requirements
outside the United States). Until shares are issued, Participants will only have the rights of an unsecured creditor unless otherwise
required under local law. Each Participant shall receive, or have access to, promptly after the end of each Purchase Period a report
of his or her account setting forth the total Contributions accumulated, the number of shares purchased, the per share price thereof
and the remaining cash balance, if any, carried forward to the next Purchase Period or Offering Period, as the case may be.


 


17.            NOTICE
OF DISPOSITION. Each U.S. taxpayer Participant shall notify the Company in writing if the Participant disposes of any of the shares
purchased in any Offering Period pursuant to this Plan if such disposition occurs within two (2) years from the Offering Date or
within one (1) year from the Purchase Date on which such shares were purchased (the “Notice Period”).
The Company may, at any time during the Notice Period, place a legend or legends on any certificate representing shares acquired pursuant
to this Plan requesting the Company’s transfer agent to notify the Company of any transfer of the shares. The obligation of the
Participant to provide such notice shall continue notwithstanding the placement of any such legend on the certificates.


 


18.            NO
RIGHTS TO CONTINUED EMPLOYMENT. Neither this Plan nor the grant of any option hereunder shall confer any right on any employee to
remain in the employ of the Company or any Participating Corporation, or restrict the right of the Company or any Participating Corporation
to terminate such employee’s employment.


 


19.            EQUAL
RIGHTS AND PRIVILEGES. All eligible employees granted an option under this Plan that is intended to meet Code Section 423 requirements
shall have equal rights and privileges with respect to this Plan or within any separate offering under the Plan so that this Plan qualifies
as an “employee stock purchase plan” within the meaning of Section 423 or any successor provision of the Code and the
related regulations. Any provision of this Plan which is inconsistent with Section 423 or any successor provision of the Code, without
further act or amendment by the Company, the Committee or the Board, shall be reformed to comply with the requirements of Section 423.
This Section 19 shall take precedence over all other provisions in this Plan.


 






    8


     


    

 


20.          NOTICES.
All notices or other communications by a Participant to the Company under or in connection with this Plan shall be deemed to have
been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the
receipt thereof.


 


21.          TERM;
STOCKHOLDER APPROVAL. This Plan will become effective on the Effective Date. This Plan shall be approved by the stockholders of the
Company, in any manner permitted by applicable corporate law, within twelve (12) months before or after the date this Plan is adopted
by the Board. No purchase of shares that are subject to such stockholder approval before becoming available under this Plan shall occur
prior to stockholder approval of such shares and the Board or Committee may delay any Purchase Date and postpone the commencement of
any Offering Period subsequent to such Purchase Date as deemed necessary or desirable to obtain such approval (provided that if a Purchase
Date would occur more than six (6) months after commencement of the Offering Period to which it relates, then such Purchase Date
shall not occur and instead such Offering Period shall terminate without the purchase of such shares and Participants in such Offering
Period shall be refunded their Contributions without interest). This Plan shall continue until the earlier to occur of (a) termination
of this Plan by the Board (which termination may be effected by the Board at any time pursuant to Section 25 below), (b) issuance
of all of the shares of Common Stock reserved for issuance under this Plan, or (c) the tenth anniversary of the Effective Date.


 


22.          DESIGNATION
OF BENEFICIARY.


 


(a)            If
authorized by the Committee, a Participant may file a written or electronic designation of a beneficiary who is to receive any shares
and cash, if any, from the Participant’s account under this Plan in the event of such Participant’s death subsequent to the
end of a Purchase Period but prior to delivery to him of such shares and cash. In addition, if authorized by the Committee, a Participant
may file a written or electronicf designation of a beneficiary who is to receive any cash from the Participant’s account under
this Plan in the event of such Participant’s death prior to a Purchase Date. Such form shall be valid only if it was filed with
the Company and/or the Third Party Administrator at the prescribed location before the Participant’s death.


 


(b)            If
authorized by the Company, such designation of beneficiary may be changed by the Participant at any time by written notice filed with
the Company at the prescribed location before the Participant’s death. In the event of the death of a Participant and in the absence
of a beneficiary validly designated under this Plan who is living at the time of such Participant’s death, the Company shall deliver
such cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company) the Company, in its discretion, may deliver such shares or cash to the legal heirs of the Participant.


 


23.          CONDITIONS
UPON ISSUANCE OF SHARES; LIMITATION ON SALE OF SHARES. Shares shall not be issued with respect to an option unless the exercise of
such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic
or foreign, including, without limitation, the U.S. Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange or automated quotation system upon which the shares may then be listed,
exchange control restrictions and/or securities law restrictions outside the United States, and shall be further subject to the approval
of counsel for the Company with respect to such compliance. Shares may be held in trust or subject to further restrictions as permitted
by any subplan.


 






    9


     


    

 


24.          APPLICABLE
LAW. The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of Delaware.


 


25.          AMENDMENT
OR TERMINATION. The Committee, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time
and for any reason. Unless otherwise required by applicable law, if the Plan is terminated, the Committee, in its discretion, may elect
to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common Stock on the
next Purchase Date (which may be sooner than originally scheduled, if determined by the Committee in its discretion), or may elect to
permit Offering Periods to expire in accordance with their terms (and subject to any adjustment pursuant to Section 14). If an Offering
Period is terminated prior to its previously-scheduled expiration, all amounts then credited to Participants’ accounts for such
Offering Period, which have not been used to purchase shares of Common Stock, shall be returned to those Participants (without interest
thereon, except as otherwise required under local laws) as soon as administratively practicable. Further, the Committee will be entitled
to change the Purchase Periods and Offering Periods, limit the frequency and/or number of changes in the amount contributed during an
Offering Period, establish the exchange ratio applicable to amounts contributed in a currency other than U.S. dollars, permit payroll
withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the administration of the
Plan, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward
the purchase of Common Stock for each Participant properly correspond with amounts contributed from the Participant’s base salary
and other eligible compensation, and establish such other limitations or procedures as the Committee determines in its sole discretion
advisable which are consistent with the Plan. Such actions will not require stockholder approval or the consent of any Participants.
However, no amendment shall be made without approval of the stockholders of the Company (obtained in accordance with Section 21
above) within twelve (12) months of the adoption of such amendment (or earlier if required by Section 21) if such amendment would:
(a) increase the number of shares that may be issued under this Plan; or (b) change the designation of the employees (or class
of employees) eligible for participation in this Plan. In addition, in the event the Board or Committee determines that the ongoing operation
of the Plan may result in unfavorable financial accounting consequences, the Board or Committee may, in its discretion and, to the extent
necessary or desirable, modify, amend or terminate the Plan to reduce or eliminate such accounting consequences including, but not limited
to: (i) amending the definition of compensation, including with respect to an Offering Period underway at the time; (ii) altering
the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price; (iii) shortening
any Offering Period by setting a Purchase Date, including an Offering Period underway at the time of the Committee’s action; (iv) reducing
the maximum percentage of Compensation a participant may elect to set aside as Contributions; and (v) reducing the maximum number
of shares a Participant may purchase during any Offering Period. Such modifications or amendments will not require approval of the stockholders
of the Company or the consent of any Participants.


 


26.           CORPORATE
TRANSACTIONS. In the event of a Corporate Transaction, the Offering Period for each outstanding right to purchase Common Stock will
be shortened by setting a new Purchase Date and will end on the new Purchase Date. The new Purchase Date shall occur on or prior to the
consummation of the Corporate Transaction, as determined by the Board or Committee, and the Plan shall terminate on the consummation
of the Corporate Transaction.


 






    10


     


    

 


27.          CODE
SECTION 409A; TAX QUALIFICATION.


 


(a)            Options
granted under the Plan generally are exempt from the application of Section 409A of the Code. However, options granted to U.S. taxpayers
which are not intended to meet the Code Section 423 requirements are intended to be exempt from the application of Section 409A
of the Code under the short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent.
Subject to Subsection (b), options granted to U.S. taxpayers outside of the Code Section 423 requirements shall be subject to such
terms and conditions that will permit such options to satisfy the requirements of the short-term deferral exception available under Section 409A
of the Code, including the requirement that the shares of Common Stock subject to an option be delivered within the short-term deferral
period. Subject to Subsection (b), in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the
extent the Committee determines that an option or the exercise, payment, settlement or deferral thereof is subject to Section 409A
of the Code, the option shall be granted, exercised, paid, settled or deferred in a manner that will comply with Section 409A of
the Code, including Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations
or other guidance that may be issued after the Effective Date. Notwithstanding the foregoing, the Company shall have no liability to
a Participant or any other party if the option that is intended to be exempt from or compliant with Section 409A of the Code is
not so exempt or compliant or for any action taken by the Committee with respect thereto.





 


(b)            Although
the Company may endeavor to (i) qualify an option for favorable tax treatment under the laws of the United States or jurisdictions
outside of the United States or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company
makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment,
notwithstanding anything to the contrary in this Plan, including Subsection (a). The Company shall be unconstrained in its corporate
activities without regard to the potential negative tax impact on Participants under the Plan.


 


28.          DEFINITIONS.


 


(a)            “Affiliate”
means any entity, other than a Subsidiary or Parent, (i) that, directly or indirectly, is controlled by, controls or is under common
control with, the Company and (ii)  in which the Company has a significant equity interest, in either case as determined by the
Committee, whether now or hereafter existing.


 


(b)            “Board”
shall mean the Board of Directors of the Company.


 


(c)            “Code”
shall mean the U.S. Internal Revenue Code of 1986, as amended.


 


(d)            “Committee”
shall mean the Compensation Committee of the Board that consists exclusively of one or more members of the Board appointed by the Board.


 


(e)            “Common
Stock” shall mean the common stock of the Company.


 


(f)            “Company”
shall mean Elevation Oncology, Inc.


 


(g)            “Contributions”
means payroll deductions taken from a Participant's Compensation and used to purchase shares of Common Stock under the Plan and, to the
extent payroll deductions are not permitted by applicable laws (as determined by the Committee in its sole discretion) contributions
by other means, provided, however, that allowing such other contributions does not jeopardize the qualification of the Plan as an “employee
stock purchase plan” under Section 423 of the Plan.


 






    11


     


    

 


(h)            “Corporate
Transaction” means the occurrence of any of the following events: (i) any “person” (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3
of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total
voting power represented by the Company’s then outstanding voting securities; or (ii) the consummation of the sale or disposition
by the Company of all or substantially all of the Company’s assets; or (iii) the consummation of a merger or consolidation
of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities
of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.


 


(i)            “Effective
Date” shall mean the date on which the Registration Statement covering the initial public offering of the shares of Common
Stock is declared effective by the U.S. Securities and Exchange Commission.


 


(j)            “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.


 


(k)            “Fair
Market Value” shall mean, as of any date, the value of a share of Common Stock determined as follows:


 


(1)           if
such Common Stock is then quoted on the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market (collectively,
the “Nasdaq Market”), its closing price on the Nasdaq Market on the date of determination, or if there are
no sales for such date, then the last preceding business day on which there were sales, as reported in The Wall Street Journal
or such other source as the Board or the Committee deems reliable;


 


(2)           if
such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination
on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street
Journal or such other source as the Board or the Committee deems reliable;


 


(3)           if
such Common Stock is publicly traded but is neither quoted on the Nasdaq Market nor listed or admitted to trading on a national securities
exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal or
such other source as the Board or the Committee deems reliable;


 


(4)           if
none of the foregoing is applicable, by the Board or the Committee in good faith.


 


(l)           “Non-Section 423
Component” means the part of the Plan which is not intended to meet the requirements set forth in Section 423 of the
Code.


 


(m)          “Notice
Period” shall mean within two (2) years from the Offering Date or within one (1) year from the Purchase Date
on which such shares were purchased.


 


(n)           “Offering
Date” shall mean the first business day of each Offering Period.


 






    12


     


    

 


(o)           “Offering
Period” shall mean a period with respect to which the right to purchase Common Stock may be granted under the Plan, as
determined by the Committee pursuant to Section 5(a).


 


(p)           “Parent”
shall have the same meaning as “parent corporation” in Sections 424(e) and 424(f) of the Code.


 


(q)           “Participant”
shall mean an eligible employee who meets the eligibility requirements set forth in Section 4 and who elects to participate in this
Plan pursuant to Section 6(b).


 


(r)            “Participating
Corporation” shall mean any Parent, Subsidiary or Affiliate that the Committee designates from time to time as eligible
to participate in this Plan. For purposes of the Section 423 Component, only the Parent and Subsidiaries may be Participating Corporations,
provided, however, that at any given time a Parent or Subsidiary that is a Participating Corporation under the Section 423 Component
shall not be a Participating Corporation under the Non-Section 423 Component. The Committee may provide that any Participating Corporation
shall only be eligible to participate in the Non-Section 423 Component.


 


(s)           “Plan”
shall mean this Elevation Oncology, Inc. 2021 Employee Stock Purchase Plan, as may be amended from time to time.


 


(t)            “Purchase
Date” shall mean the last business day of each Purchase Period.


 


(u)           “Purchase
Period” shall mean a period during which Contributions may be made toward the purchase of Common Stock under the Plan,
as determined by the Committee pursuant to Section 5(b).


 


(v)           “Purchase
Price” shall mean the price at which Participants may purchase shares of Common Stock under the Plan, as determined pursuant
to Section 8.


 


(w)           “Section 423
Component” means the part of the Plan, which excludes the Non-Section 423 Component, pursuant to which options to
purchase shares of Common Stock under the Plan that satisfy the requirements for “employee stock purchase plans” set forth
in Section 423 of the Code may be granted to eligible employees.


 


(x)            “Subsidiary”
shall have the same meaning as “subsidiary corporation” in Sections 424(e) and 424(f) of the Code.


 






    13