Exhibit 10.11


 


SERA PROGNOSTICS, INC. EMPLOYMENT AGREEMENT


 


This Employment Agreement
(this “Agreement”) is effective for all purposes as of March 14, 2012 (the “Effective Date”), by
and between Sera Prognostics, Inc., a Delaware corporation (the “Company”), and John J. Boniface, Ph.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 Chief Scientific Officer of the Company, with those duties and responsibilities which are
appropriate and customary for a chief scientific officer of a company similar to the Company. In such capacity, the Employee shall report
to the Company’s Chief Executive Officer. During the term of this Agreement, the Employee shall faithfully perform the Employee’s
duties, responsibilities and obligations hereunder.


 


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 $225,000 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 or decreased at any time by the Company’s Board of Directors (the “Board”)
or the Compensation Committee of the Board in its sole discretion.


 


(b)              Stock
Option Grant(s) and Bonuses. The Employee shall be granted as soon as practicable on or after the Effective Date an option to
purchase 158,000 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 vest as to twenty-five percent (25%) of the
shares subject thereto one (1) year from November 8, 2011 (“Vesting Start Date”), and shall vest with respect to
the remaining shares subject thereto in equal monthly installments over an additional three (3) years thereafter commencing on the
first day of the month one year following the Vesting Start Date, subject to continued employment by the Company. In addition, the
Option shall accelerate with respect to thirty-seven and one-half percent (37.5%) of the unvested shares then subject thereto upon a
Change of Control (as defined in the Plan) pursuant to which the Option is terminated pursuant to Section 24(b)(ii) of the Plan or
cashed out pursuant to Section 24(b)(iii) of the Plan. The Employee shall be eligible, after the Effective Date, to receive (i)
additional stock options pursuant to the Plan, (ii) a bonus of $50,000, or such greater amount as determined by the Board in its
sole discretion, which amount shall be paid to the Employee within 15 days of the date that the Company achieves the second tranche
milestone as set forth on Exhibit A hereto as determined by the purchasers of the Series A2 Preferred Stock pursuant to
Section 1.2(b) of the Series A2 Purchase Agreement provided that the Employee is employed by the Company on the date the milestone
is achieved and (iii) additional bonus compensation, as determined by the Board, in its sole discretion; it being the intention of
the Board to maintain Employee’s aggregate compensation at levels appropriate and customary to those of companies similar in
industry, stage and circumstances to that of the Company. Unless otherwise approved by the Board, all future options granted to the
Employee after the Effective Date shall vest with respect to twenty-five percent (25%) of the shares subject thereto upon the
completion of one (1) year of continuous service to the Company from the date of grant, and shall vest with respect to the remaining
shares subject thereto in equal monthly installments over an additional three (3) years thereafter. Notwithstanding the foregoing,
in the event that the Employee’s employment with the Company is terminated by the Company without Cause (as defined in Section
4(a)(iii) below) or by the Employee for Good Reason (as defined in Section 4(b)(ii) below), then the vesting of all options held by
the Employee at the time of the termination shall accelerate (i) with respect to thirty-seven and one-half percent (37.5%) of the
unvested shares subject thereto, or (ii) if such termination occurs within 30 days prior to or within 12 months after a Change of
Control (as defined in the Plan), with respect to one hundred percent (100%) of the unvested shares subject thereto.


 






    1 


     


    

 


(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
shall be entitled to compensation in connection therewith, in accordance with Company policy applicable to senior-level executive employees
of the Company, as approved by the Chief Executive Officer in its sole discretion.


 


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
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 Company 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 Company, 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 Company 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 or the Company’s Chief Executive Officer, 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 (1) seriously undermined the ability of the Board to entrust Employee with important matters or otherwise
work effectively with Employee, (2) contributed to the Company’s loss of significant revenues or business opportunities, or (3)
significantly and detrimentally affected the business or reputation of the Company or any of its subsidiaries.


 


(iv)            
Other Termination. The Company 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.


 






    2 


     


    

 


(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 Company 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 senior executive management;
(C) any circumstances caused by the Company that would require Employee to move his principal location of employment in excess of one
hundred (100) miles from the Company’s principal business location 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 Company 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 six (6) months of the Base Salary at the rate
in effect at the time of the termination of employment. If the Company terminates the Employee’s employment due to death or Disability
and (y) the Company does not provide any insurance benefits payable to the Employee or his beneficiaries, as applicable, upon his death
or Disability and (z) 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, on the sixtieth (60th) day following the termination of employment due to
death or Disability, the Company shall pay the Employee a lump sum amount equal to six (6) months of the Base Salary at the rate in effect
at the time of the termination of employment.


 


(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 provide 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 continues to sponsor 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 portion of 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 or (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.


 






    3 


     


    

 


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:


 


(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;


 


(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.


 






    4 


     


    

 


(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.


 


(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:


 


2749 East Parleys Way, Suite 200


Salt Lake City, UT 84109


 


To the Employee:


 


1020 Douglas St


SLC, UT 84105


 


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).


 






    5 


     


    

 


(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 Prior Agreement. 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.


 


(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 (A)
the termination of the Employee’s employment with the Company and all affiliates for any reason or (B) 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.


 






    6 


     


    

 


(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: (A) 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; (B) 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
(C) 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.


 


(m)            
Dispute Resolution; Venue.


 


(i)                
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.


 


(ii)             
 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.


 






    7 


     


    

 


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/ Gregory C. Critchfield, M.D.
	 	 	Gregory C. Critchfield, M.D.
	 	 	Chairman, President and CEO




 


	 	THE EMPLOYEE:




 


	 	/s/ John J. Boniface
	 	John J. Boniface, Ph.D.




 






    8 


     


    

 


EXHIBIT A


 


SECOND TRANCHE MILESTONE


 


The Second Tranche Milestone shall be the occurrence
of either one of the following conditions:


 


(1) the Area Under the Curve (AUC) of the Receiver
Operator Characteristic (ROC) curve of a clinically meaningful commercial preterm birth predictor has been validated to be statistically
different from 0.5;


 


OR


 


(2) the Company’s Board of Directors agrees
unanimously that the commercial preterm birth predictor has been successfully validated.


 








    9