Exhibit 10.9


 


SERA PROGNOSTICS, INC. EMPLOYMENT AGREEMENT


 


This Employment Agreement
(this “Agreement”) is effective for all purposes as of November 8, 2011 (the “Effective Date”),
by and between Sera Prognostics, Inc., a Delaware corporation (the “Company”), and Gregory C. Critchfield, M.D (the
 “Employee”).


 


NOW, THEREFORE, in consideration
of the mutual covenants, conditions and undertakings set forth herein, the parties hereto hereby agree as follows:


 


1.             Employment
and Duties. Subject to the terms and conditions set forth in this Agreement, the Company shall employ Employee, and Employee hereby
accepts employment, as the Chairman and Chief Executive Officer of the Company, with those duties and responsibilities which are appropriate
and customary for a chief executive officer of a company similar to the Company. In such capacity, the Employee shall report to the Company’s
Board of Directors (the “Board”) and will be elected a member of the Board. During the term of this Agreement, the
Employee shall faithfully perform the Employee’s duties, responsibilities and obligations hereunder; subject to the understanding
that the Employee may continue to provide time to Outside Interests (as defined below), consistent with past practices, as well as additional
Outside Interests not disclosed on Exhibit A hereto with the Board’s consent. The Company acknowledges that the Employee
has certain outside interests, as set forth on Exhibit A (the “Outside Interests”), and agrees that the Outside
Interests shall not constitute a breach of this Agreement to the extent such interests do not materially interfere with the performance
of Employee’s duties, responsibilities and obligations under this Agreement.


 


2.             Base
Compensation and Related Matters.


 


(a)             
Salary. In consideration for the services rendered by the Employee to the Company as provided herein, the Company
shall pay the Employee an annual base salary of $300,000.00 per year (the “Base Salary”). The Base Salary shall be
paid according to the Company’s standard payroll policy and will be subject to applicable federal and state tax withholdings as
required by applicable law. The Base Salary may be increased but not decreased at any time by the Company’s Board or the Compensation
Committee of the Board (the “Compensation Committee”), in its sole discretion and the Board or the Compensation Committee
will reassess the Employee’s Base Salary annually.


 


(b)              Equity
Grants. The Employee shall be granted as soon as practicable on or after the Effective Date, a stock option to purchase 734,900
shares of the Company’s common stock (the “Option”) (which option shall be issued as an incentive stock
option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant
Equity Incentive Plan (the “Plan”). The Option shall be granted with an exercise price equal to the fair market
value of the Company’s common stock on the date of grant. Twenty-Five percent (25%) of the Option shall be vested one year
from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36)
month period commencing on the first day of the month one year following the Effective Date, subject to continued employment by the
Company. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the
Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with
respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company
shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted
common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining
the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current
fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of
the exercise price.


 






     


     


    

 


The Employee acknowledges and agrees that effective
as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company
to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options
previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest
upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition
of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008
Stock Incentive Plan.


 


(c)              
Expenses. The Employee will be entitled to receive prompt reimbursement for all reasonable expenses incurred by the
Employee (which are eligible for reimbursement under the Code) actually incurred by him in performing his duties; provided; however, that
such expenses are approved in accordance with the Company’s then-current policies and procedures applicable to the most senior-level
executive employees of the Company, other than the Employee, or if such policies and procedures are not in place, then as determined in
the sole discretion of the Board.


 


(d)             
Employee Benefits. The Company shall reimburse the Employee for the premium costs incurred by the Employee in maintaining
medical and dental insurance coverage for the Employee and his family until such time that the Company sponsors a group insurance plan
providing medical and dental insurance coverage for Company employees (the “Health Insurance Reimbursement”). The Health
Insurance Reimbursement will be paid to the Employee on the last day of each month, provided the Employee has submitted to the Company
documentary evidence establishing the Employee’s payment of such premiums to the health insurance provider. The Health Insurance
Reimbursement is intended to be provided on a qualified, tax free basis in accordance with Section 106 of the Code. In addition, the Employee
is entitled to participate in any employee benefit plans that the Company may make available to its most senior-level executive employees
generally, which may include, but not be limited to, profit sharing plans, 401(k) and cafeteria plans, or life, hospitalization, optical,
disability or other insurance plans as may be in effect, from time to time, and in accordance with rules established, from time to time,
for individual participation in such plans.


 


(e)             
Vacation Days and Paid Leave. The Employee will be entitled to take four (4) weeks of vacation days and paid leave
and such additional days as are provided to other senior-level executive employees of the Company, and shall be entitled to compensation
in connection therewith, in accordance with Company policy applicable to senior-level executive employees of the Company.


 



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3.              Facilities and Services Furnished. The Company will furnish the Employee with office space and such other facilities,
furniture, equipment and services as it may determine to be reasonably necessary for the performance of the Employee’s duties as
set forth herein. It is acknowledged that as of the Effective Date, the Company is “virtual” and the Employee is using his
own home or other business office for the Company office at no expense to the Company.


 


4.             Termination.


 


(a)             
Termination by the Company. The Employee’s employment hereunder may be terminated by the Company under any
of the following circumstances:


 


(i)               
Death. This Agreement shall automatically terminate upon the Employee’s death.


 


(ii)             
Disability. The Board may elect to terminate the Employee’s employment in the event of Employee’s Disability
upon delivery of written notice to the Employee. For purposes of this Agreement, “Disability” shall mean any condition that,
in the reasonable, good faith judgment of a licensed physician selected by the Board, causes the Employee to be unable, after any accommodation
required by applicable law, to perform his duties, responsibilities and obligations under this Agreement for a period of at least twelve
(12) months.


 


(iii)          
Cause. The Board may terminate the Employee’s employment hereunder for Cause (as defined below) at any time
upon delivery of written notice to the Employee. For purposes of this Agreement, “Cause” shall mean (a) the conviction
of the Employee by a court of competent jurisdiction of any felony involving dishonesty, breach of trust or misappropriation or the entering
of a plea by the Employee of nolo contendre thereto; (b) the Employee’s willful failure or refusal to follow reasonable and lawful
directives of the Board, provided such failure or refusal continues after the Employee’s receipt of reasonable notice in writing
of such failure or refusal and an opportunity of not less than thirty (30) days to correct the problem; (c) a material breach by the Employee
of any of the provisions of this Agreement; or (d) the Employee’s commission of any immoral or illegal act or any gross or willful
misconduct, where a majority of the non-employee members of the Board reasonably determines that such act or misconduct has (A) seriously
undermined the ability of the Board to entrust Employee with important matters or otherwise work effectively with Employee, (B) contributed
to the Company's loss of significant revenues or business opportunities, or (C) significantly and detrimentally affected the business
or reputation of the Company or any of its subsidiaries.


 


(iv)           
Other Termination. The Board may terminate Employee's employment with the Company at any time and for any reason,
with or without cause, subject to the provisions hereof. Employee acknowledges that Employee is, and at all times shall be, an employee
at will of the Company and nothing contained herein shall be construed to alter or affect such employee at-will status. Employee may terminate
his employment with the Company at any time, for any or no reason, subject to the provisions hereof. Inclusion under any benefit plan
or compensation arrangement will not give Employee any right or claim to any benefit hereunder except to the extent such right has become
fixed under the express terms of this Agreement.


 



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(b)             
 Termination by the Employee. The Employee may terminate the Employee’s employment with the Company under the
following circumstances:


 


(i)               
Voluntary Termination. Employee may terminate his employment with the Company for any reason or no reason, upon delivery
of written notice to the Board at least fifteen (15) days prior to the specified termination date.


 


(ii)             
Termination for Good Reason. The Employee also may terminate the Employee’s employment with the Company for
 “Good Reason,” which shall mean for purposes of this Agreement (A) a material breach by the Company of any of the provisions
of this Agreement; (B) assignment of Employee to a role, duties or responsibilities materially inconsistent with that of a Chief Executive
Officer; (C) any circumstances caused by the Company that would require Employee to move his principal location of employment in excess
of forty-five (45) miles from Company’s current offices in Salt Lake City, Utah; or (D) an involuntary material reduction of Employee’s
then current Base Salary other than a reduction proportionately affecting all of the Company’s other senior-level executive employees.
The Employee must provide the Board with a written Notice of Termination that describes the existence of the condition the Employee believes
gives rise to Good Reason under this Section 4(b) within thirty (30) days following the initial existence of the condition. The Company
may elect to cure any condition giving rise to Good Reason within thirty (30) days of receipt of notice. The Employee’s termination
for Good Reason must, in any event, occur within the six (6) month period immediately following the initial existence of the condition
giving rise to Good Reason.


 


(c)              
Effect of Termination. In the event the Employee’s employment is terminated, all obligations of the Company
and the Employee under this Agreement shall cease, except that the accelerated vesting of Options set forth in Section 2(b) and the terms
of Section 5 through Section 9 shall survive such termination. Upon such termination, the Employee or the Employee’s representative
or estate shall be entitled to receive the applicable compensation, benefits and reimbursements set forth in Section 5. The Employee acknowledges
that, upon termination of the Employee’s employment, the Employee is entitled to no other compensation, severance or other benefits
other than those specifically set forth in Section 5.


 


5.             Compensation
and Benefits Upon Termination of Employment. At all times after the Effective Date, the Employee shall be entitled to receive additional
compensation and benefits upon a termination of Employee’s employment as follows:


 


(a)              Severance
Pay. If, either (i) the Company terminates the Employee’s employment for any reason other than Cause, death or Disability
or (ii) the Employee terminates his employment for Good Reason; then, on the sixtieth (60th) day following the
termination of employment, the Company shall pay the Employee a lump sum amount equal to (i) twelve (12) months of the Base Salary
at the rate in effect at the time of the termination of employment; and (ii) a pro-rata bonus for the year in which the
Employee’s employment is terminated provided that the Company has in place a bonus plan; and (iii) any unvested equity will
immediately be forfeited and any vested stock options will be exercisable for the balance of the remaining term of the original
option grant. If, the Company terminates the Employee’s employment due to death or Disability then, on the sixtieth
(60th) day following the termination of employment due to death or Disability, the Company shall (i) pay the Employee a
lump sum amount equal to a pro-rata bonus for the year in which the Employee’s employment is terminated provided that the
Company has in place a bonus plan; (ii) any unvested equity will immediately be forfeited and any vested stock options will be
exercisable for the balance of the remaining term of the original option grant; and (iii) if the Company does not provide any
insurance benefits payable to the Employee or his beneficiaries, as applicable, upon his death or Disability and the Company has
previously, but not necessarily in the then applicable calendar year, achieved Ten Million Dollars in annual gross revenue in a
calendar year, then the Company shall pay the Employee a lump sum amount equal to twelve (12) months of the Base Salary at the rate
in effect at the time of the termination of employment.


 



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(b)             
Health Insurance. If either (i) the Company terminates the Employee’s employment for any reason other than
Cause, death or Disability or (ii) the Employee terminates his employment for Good Reason, the Company will continue to provide the Health
Insurance Reimbursement until the earliest of (x) the close of the twelve (12) month period following the Employee’s termination
date, and (y) the date when the Employee becomes eligible to receive health insurance coverage in connection with new employment or self-employment.
If, as of the termination date, the Company sponsors a group insurance plan providing medical and dental insurance coverage for Company
employees, and if the Employee elects to continue his health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”) following the termination of his employment, then the Company shall pay the Employee’s monthly premium
under COBRA until the earliest of (x) the close of the twelve (12) month period following the Employee’s termination date, (y) the
expiration of the Employee’s continuation coverage under COBRA, and (z) the date when the Employee becomes eligible to receive health
insurance coverage in connection with new employment or self-employment. If the payment of any COBRA or health insurance premiums would
otherwise violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable
Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section
105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the
extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code.


 


(c)              
General Release. Any other provision of this Agreement notwithstanding, subsections (a) and (b) above shall not apply
unless the Employee has (i) executed a general release of all claims (in a form prescribed by the Company), which must be effective and
irrevocable prior to the sixtieth (60th) day following the termination of employment, (ii) returned all property of the Company
in the Employee’s possession and (iii) cooperated in good faith with the Company for a transition period not to exceed sixty (60)
days to ensure an efficient transfer of the Employee’s duties and responsibilities.


 


6.             Non-Competition;
Non-Solicitation. The Employee and the Company hereby acknowledge and agree that in connection with the employment of the Employee,
the Employee has been and will be provided with trade secrets of the Company and that the Employee and the Company are entering into
this Agreement for the protection of such trade secrets. The Employee agrees to abide by the provisions set forth in this Section 6.


 


(a)              Non-Competition.
The Employee shall not, during his employment with the Company and during the one (1) year period following the termination of his
employment with the Company (the “Restrictive Period”), directly or indirectly, as a manager, member, promoter,
shareholder, agent, representative, director, officer, owner, independent contractor or otherwise, or in connection with any of his
consultants, employees, agents, partners, relatives, affiliates or representatives or through any third party:


 






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(i)               
anywhere in the United States (the “Restricted Area”) compete with or own, manage, operate or control
any business that directly competes in the Company’s field of interest or products in the active development pipeline of the Company
(for purposes of this paragraph, ownership of securities of not in excess of one percent (1%) of the outstanding capital stock of a public
company shall not be considered to be competition with the Company); or


 


(ii)             
anywhere in the Restricted Area, act as an employee, director, officer, manager, member, advisor, consultant, representative
or agent for any business of the type and character engaged in and competitive with the Company.


 


(b)             
Non-Solicitation. The Employee shall not, during the Restrictive Period directly or indirectly, as a manager, member,
promoter, shareholder, agent, representative, director, officer, owner, independent contractor or otherwise, or in connection with any
of his consultants, employees, agents, partners, relatives, affiliates or representatives or through any third party, solicit the employment
of or hire any current employee of the Company, or solicit a relationship with any customer of the Company, located anywhere in the Restricted
Area.


 


(c)              
Definitions. For purposes of this Section 6, the terms “compete with the Company,” “competitive
with the Company,” “field of interest” and similar terms referring to competition with the Company shall mean any business
that is engaged in identifying and commercializing biomarkers in blood samples of pregnant women which are predictive of preterm birth
and other pregnancy complications or any other anticipated business ventures of the Company which have been discussed with the Board or
amongst the senior-level executive employees as of the date of Employee’s termination.


 


7.             Maintaining Confidential Information.


 


(a)             
Company Confidential Information. The Employee hereby agrees at all times during which he provides services as a
director, officer, employee or consultant of the Company (“Employee’s Service”), and thereafter to hold in strictest
confidence, and not to use, except for the benefit of the Company, any trade secrets, confidential knowledge, data or other proprietary
information relating to products, processes, know-how, formulas, developmental or experimental work, computer lists, customer lists, business
plans, financial information or other subject matter pertaining to any business of the Company or any of its clients, consultants or licensees
(collectively, “Confidential Information”).


 


Notwithstanding the above,
Employee shall not have liability to the Company with regard to any Confidential Information which Employee can prove:


 


(i)               
was in the public domain at the time it was disclosed by the Company or has entered the public domain through no fault of
Employee;


 









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(ii)            was
known to the Employee without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;


 


(iii)          
is disclosed with the prior written approval of the Company;


 


(iv)           becomes
known to Employee, without restriction, from a source other than the Company without breach of this Agreement by Employee and
otherwise not in violation of the Company’s rights; or


 


(v)            is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided,
however, that Employee shall provide prompt notice of such court order or requirement to the Company to enable the Company to seek a protective
order or otherwise prevent such disclosure.


 


(b)             
Former Employer Information. The Employee hereby agrees that he will not, during Employee’s Service, improperly
use or disclose any proprietary information or trade secrets of his former or concurrent employers or companies, if any, and that he will
not make available to the Company any unpublished document or any property belonging to his former or concurrent employers or companies,
if any, unless consented to in writing by said employers or companies.


 


(c)              
Third-Party Information. The Employee recognizes that the Company has received and in the future will receive from
third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality
of such information and to use it only for certain limited purposes. The Employee hereby agrees, during Employee’s Service and thereafter,
to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation
(except as necessary in carrying out his work for the Company consistent with the Company’s agreement with such third party) or
to use it for the benefit of anyone other than the Company or such third party (consistent with the Company’s agreement with such
third party) without the express written authorization of the Board.


 


8.             Availability
of Equitable Remedies. The Employee hereby acknowledges and agrees that a breach of Section 6 or Section 7 will cause irreparable
harm and damage to the Company, that the remedy at law for the breach or threatened breach of Section 6 or Section 7 will be inadequate,
and that, in addition to all other remedies available to the Company for such breach or threatened breach (including, without limitation,
the right to recover damages), the Company will be entitled to injunctive relief for any breach or threatened breach of Section 6 or
Section 7.


 


9.             Miscellaneous


 


(a)             
Notification of New Employer. In the event that the Employee leaves the employ of the Company, he hereby grants consent
to notification by the Company to his new employer about his rights and obligations under this Agreement.


 


(b)              Severability.
In the event that a court of competent jurisdiction determines that any portion of this Agreement is in violation of any statute or
public policy, then only the portions of this Agreement which violate such statute or public policy shall be stricken. All portions
of this Agreement which do not violate any statute or public policy shall continue in full force and effect. Further, any court
order striking any portion of this Agreement shall modify the stricken terms to give as much effect as possible to the intentions of
the parties under this Agreement.


 






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(c)              
Notices. Any notices, requests or consents hereunder shall be deemed given, and any instrument delivered, three (3)
days after they have been mailed by first class mail, postage prepaid, one (1) day after they have been delivered by overnight courier,
twelve (12) hours after such notice has been sent by facsimile, or upon receipt if delivered personally, as follows:


 


To the Company:


 


417 Wakara Way, Suite 3510

Salt Lake City, UT 84108


 


To the Employee:


 


6170 Murdock Woods Place

Holladay, UT 84121


 


except that any of the foregoing may, from time
to time, by written notice to the others, designate another address or fax number which shall thereupon become his or its effective address
for the purposes of this Section 9(c).


 


(d)             
Governing Law. This Agreement shall be governed by the laws of the State of Utah, without giving effect to its conflict
of laws principles.


 


(e)             
Successors and Assigns. The rights and obligations of the Company under this Agreement shall inure to the benefit
of and shall be binding upon the successors and assigns of the Company. This Agreement is for the unique personal services of the Employee,
and the Employee shall not be entitled to assign any of the Employee’s rights or obligations hereunder.


 


(f)               
Entire Agreement: Amendment. This Agreement constitutes the entire agreement and understanding between the parties
hereto with respect to the subject matter of this Agreement, and supersedes all other prior agreements and understandings with respect
thereto including, but not limited to, the Consulting Agreement dated May 1, 2011 previously entered into by and between the Company and
the Employee. This Agreement can be amended or modified only in a writing signed by the Employee and the Company.


 


(g)             
No Waiver. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition
or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same time or any prior or subsequent time.


 


(h)             
Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation
of any provision of this Agreement.


 









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(i)               
 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same instrument.


 


(j)               
Costs and Expenses. The Company shall reimburse all of the Employee’s reasonable costs and expenses (including,
without limitation, attorneys’ fees), incurred in connection with the negotiation and preparation of this Agreement.


 


(k)             
Attorneys’ Fees. In the event of any action at law, equity or under this Agreement to enforce or interpret
the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and court costs in addition to
any other relief to which such party may be entitled, unless the action is one in which only a prevailing plaintiff is entitled to prevailing
party fees and costs (such as a Title VII action).


 


(l)               
Section 409A. The Company intends that the cash severance payments to which the Employee is entitled on his termination
of employment pursuant to Section 5 are payable on the Employee’s Separation from Service (as defined below) and are exempt from,
or are otherwise payable in compliance with, Section 409A. The Company intends that the Company’s continued payment for the cost
of the Employee’s welfare benefits (including the payment of all COBRA administrative costs and expenses) provided by Section 5
will comply with the exception to Section 409A for reimbursements and certain other separation payments, as described in Treas. Reg. §
1.409A-1(b)(9)(v)(B), to the extent such costs are taxable and subject to imputed income treatment.


 


(i)               
Separation from Service Defined. For purposes of this Agreement, the term “termination of employment”
means the Employee’s “Separation from Service.” The term “Separation from Service” means (i)
the termination of the Employee’s employment with the Company and all affiliates for any reason or (ii) a permanent reduction in
the level of bona fide services the Employee provides to the Company and all affiliates to an amount that is twenty percent (20%) or less
of the average level of bona fide services the Employee provided to the Company and all affiliates in the immediately preceding thirty-six
(36) months (or the entire time period during which the Employee provided services to the Company and all affiliates if the Employee has
been providing such services for less than thirty-six (36) months), with the level of bona fide service calculated in accordance with
Treas. Reg. § 1.409A-1(h)(1)(ii). Solely for purposes of determining whether an organization is an “affiliate” of the
Company, the Company will follow the rules set forth in Treas. Reg. § 1.409A-1(h)(3) (which generally requires fifty percent (50%)
common ownership or control). The Employee’s employment relationship is treated as continuing while the Employee is on military
leave, sick leave, or other bona fide leave of absence (if the period of such leave does not exceed six (6) months; or, if longer, so
long as the Employee’s right to reemployment with the Company or an affiliate is provided either by statute or contract). If the
Employee’s period of leave exceeds six (6) months and his right to re-employment is not provided either by statute or by contract,
the employment relationship is deemed to terminate on the first day immediately following the expiration of such six (6) month period.
Whether a termination of employment has occurred will be determined based on all of the facts and circumstances and in accordance with
regulations issued by the United States Treasury Department pursuant to Section 409A of the Code.


 









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(ii)             
 Delay in Payments. Notwithstanding any provision of this Agreement to the contrary, if any of the severance payments
are subject to Section 409A and the Employee is a “Specified Employee” at the time of his Separation from Service,
no payments shall be made to the Employee prior to the first business day following the date which is six (6) months after the Employee’s
Separation from Service. Any amounts that would have been paid during the six (6) months following the Employee’s Separation from
Service will be paid on the first business day following the expiration of the six (6) month period without interest thereon. The Employee
may not elect the taxable year of such payment. The six (6) month delay for a Specified Employee does not apply if the Employee dies.


 


(iii)          
Specified Employee Defined. For purposes of this Agreement, the term “Specified Employee” means
certain officers and highly-compensated employees of the Company as defined in Treas. Reg. § 1.409A-1(i), and as determined in accordance
with such procedures as may be adopted from time to time by the Company.


 


(iv)           
Miscellaneous Payment Provisions. If payment is not made, in whole or in part, due to a dispute between the Employee
and the Company, the payments shall be made in accordance with Treas. Reg. § 1.409A-3(g), as applicable. It is intended that each
installment of the payments and benefits provided under Section 5 of this Agreement shall be treated as a separate “payment”
for purposes of Section 409A. If an expense reimbursement or provision of in-kind benefit provided pursuant to this Agreement is not exempt
from Section 409A of the Code, the following rules apply: (i) in no event shall any reimbursement be paid after the last day of the taxable
year following the taxable year in which the expense was incurred; (ii) the amount of reimbursable expenses incurred or provision of in-kind
benefits in one tax year shall not affect the expenses eligible for reimbursement or the provision of in-kind benefits in any other tax
year; and (iii) the right to reimbursement for expenses or provision of in-kind benefits is not subject to liquidation or exchange for
any other benefit.


 


(v)             
Ban on Acceleration or Deferral. Under no circumstances may the time or schedule of any payment made or benefit provided
pursuant to this Agreement be accelerated or subject to a further deferral, except as otherwise permitted or required pursuant to regulations
and other guidance issued pursuant to Section 409A of the Code.


 


(vi)           
No Elections. The Employee does not have any right to make any election regarding the time or form of any payment
due under this Agreement.


 


(vii)         
Compliant Operation and Interpretation. This Agreement shall be operated in compliance with the requirements of Section
409A or an exception thereto and each provision of this Agreement shall be interpreted, to the extent possible, to comply with Section
409A or to qualify for an exception thereto.


 






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(m)           Dispute
Resolution; Venue. The Company and the Employee shall use reasonable, good faith efforts to settle any dispute through
non-binding mediation before a mutually acceptable, neutral, third-party mediator. The mediation shall be held in Salt Lake City,
Utah and administered by the CPR Institute for Dispute Resolution (the “CPR Institute”) under the CPR Mediation
Procedure then in effect. Unless otherwise agreed, the parties shall jointly select a single mediator from the CPR Panels of
Distinguished Neutrals based on a list of mediator candidates supplied by the CPR Institute. If, within fourteen (14) days after
either party makes a written request for mediation under this Section 9(m)(i), the parties have not reached agreement on the
selection of a mediator, the mediator shall be selected in accordance with the CPR Mediation Procedure currently in effect. A good
faith attempt at mediation shall be a condition precedent to the commencement of litigation, but nothing in this Agreement,
including, but not limited to paragraph (ii) below, shall be deemed a condition precedent to any court action for injunction or
other interim relief pending the outcome of mediation. If the parties are unable to resolve the dispute by mediation in a timely
manner (which, in any case, shall not exceed sixty (60) days from the first notice of mediation), either party may attempt to
resolve the dispute by commencing an action (or defending or responding to such action) exclusively in the jurisdiction and venue of
the courts, whether federal or state, located in Salt Lake County, Utah.


 


(n)             
Indemnification. During the period of his employment hereunder, the Company agrees to indemnify the Employee in his
capacity as an officer and Director of the Company and, to the extent applicable, each subsidiary of the Company, all to the maximum extent
permitted under Section 145 of the Delaware General Corporation Law.


 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement to be effective for all purposes as of the Effective Date.


 


	 	THE COMPANY:
	 	 
	 	SERA PROGNOSTICS, INC.
	 	 
	 	By: 	/s/ Mark J. Ostrowski
	 	Name: Mark J. Ostrowski
	 	Title: President
	 	 
	 	THE EMPLOYEE:
	 	 
	 	/s/ Gregory
    C. Critchfield, M.D.
	 	Name: Gregory C. Critchfield, M.D



 



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EXHIBIT A


 


OUTSIDE INTERESTS


 


Member of the Board of Directors of the following corporations:


 


Integrated Diagnostics, Inc.


Nodality, Inc.


Metamark Genetics, Inc.


Saladax Biomedical, Inc. (Chairman)


 


Board member of Bear Lake Watch, a non-profit corporation


 


In addition, the Employee will, from time to time, advise various venture
capital firms on discreet, short term projects with respect to companies that are not in competition with the Company.


 






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