Exhibit 10.3


 


Elevation
Oncology, Inc.


2021
Equity Incentive Plan


 


1.             PURPOSE.
The purpose of this Plan is to provide incentives to attract, retain, and motivate eligible persons whose present and potential contributions
are important to the success of the Company, and any Parents, Subsidiaries, and Affiliates that exist now or in the future, by offering
them an opportunity to participate in the Company’s future performance through the grant of Awards. Capitalized terms not defined
elsewhere in the text are defined in Section 28.


 


2.             SHARES
SUBJECT TO THE PLAN.


 


2.1.            Number
of Shares Available. Subject to Sections 2.6 and 21 and any other applicable provisions hereof, the total number of Shares reserved
and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is One Million Four Hundred
Eighty Three Thousand Four Hundred Forty Five (1,483,445) Shares, plus (a) any reserved shares not issued or subject to outstanding
awards granted under the 14ner Oncology, Inc. 2019 Stock Incentive Plan, as amended (the “Prior Plan”)
on the Effective Date, (b) shares that are subject to stock options or other awards granted under the Prior Plan that cease to be
subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (b) shares issued under the Prior
Plan before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (c) shares
issued under the Prior Plan that are repurchased by the Company or are otherwise forfeited, and (d) shares that are subject to stock
options or other awards under the Prior Plan that are used to pay the exercise price of a stock option or withheld to satisfy the tax
withholding obligations related to any award; provided, however, that shares reserved and available for grant and issuance pursuant to
subparts (a)–(d) of this Section 2.1 shall be issuable as Common Stock of the Company regardless of their series or class
under the Prior Plan.


 


2.2.            Lapsed,
Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available for grant and
issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise
of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise of the
Option or SAR, (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by the Company at the original
issue price, (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued or (d) are
surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash or other property rather than Shares,
such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used to satisfy the tax
withholding obligations related to an RSU will become available for future grant or sale under the Plan. Shares used to pay the exercise
price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for grant and issuance
in connection with subsequent Awards under this Plan. For the avoidance of doubt, Shares that otherwise become available for grant and
issuance because of the provisions of this Section 2.2 will not include Shares subject to Awards that initially became available
because of the substitution clause in Section 21.2 hereof.


 


2.3.            Minimum
Share Reserve. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy
the requirements of all outstanding Awards granted under this Plan.


 


2.4.            Automatic
Share Reserve Increase. The number of Shares available for grant and issuance under the Plan will be increased on January 1st
of each of 2022 through 2031, by the lesser of (a) Five percent (5%) of the number of shares of all classes of the Company’s
common stock issued and outstanding on each December 31 immediately prior to the date of increase or (b) such number of Shares
determined by the Board.


 






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2.5.            ISO
Limitation. No more than Eight Million Nine Hundred Thousand Six Hundred Seventy (8,900,670) Shares will be issued pursuant to the
exercise of ISOs granted under the Plan.


 


2.6.            Adjustment
of Shares. If the number or class of outstanding Shares is changed by a stock dividend, extraordinary dividend or distribution (whether
in cash, shares, or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision,
combination, consolidation, reclassification, spin-off, or similar change in the capital structure of the Company, without consideration,
then (a) the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including
Shares reserved under sub-clauses (a)-(e) of Section 2.1, (b) the Exercise Prices of and number and class of Shares subject
to outstanding Options and SARs, (c) the number and class of Shares subject to other outstanding Awards, and (d) the maximum
number and class of Shares that may be issued as ISOs set forth in Section 2.5, will be proportionately adjusted, subject to any
required action by the Board or the stockholders of the Company and in compliance with applicable securities or other laws, provided that
fractions of a Share will not be issued.


 


If, by reason of an adjustment
pursuant to this Section 2.6, a Participant’s Award Agreement or other agreement related to any Award, or the Shares subject
to such Award, covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement
or such other agreement in respect thereof, will be subject to all of the terms, conditions, and restrictions which were applicable to
the Award or the Shares subject to such Award prior to such adjustment.


 


3.             ELIGIBILITY.
ISOs may be granted only to Employees. All other Awards may be granted to Employees, Consultants, Directors, and Non-Employee Directors,
provided that such Consultants, Directors, and Non-Employee Directors render bona fide services not in connection with the offer and sale
of securities in a capital-raising transaction.


 


4.             ADMINISTRATION.


 


4.1.            Committee
Composition; Authority. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to the general
purposes, terms, and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry
out this Plan, except, however, the Board will establish the terms for the grant of an Award to Non-Employee Directors. The Committee
will have the authority to:


 


  (a)            construe
and interpret this Plan, any Award Agreement, and any other agreement or document executed pursuant to this Plan;


 


  (b)            prescribe,
amend, and rescind rules and regulations relating to this Plan or any Award;


 


  (c)            select
persons to receive Awards;


 


  (d)            determine
the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions
include, but are not limited to, the Exercise Price, the time or times when Awards may vest and be exercised (which may be based on performance
criteria) or settled, any vesting acceleration or waiver of forfeiture restrictions, the method to satisfy tax withholding obligations
or any other tax liability legally due, and any restriction or limitation regarding any Award or the Shares relating thereto, based in
each case on such factors as the Committee will determine;


 


  (e)              determine
the number of Shares or other consideration subject to Awards;


 






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  (f)             determine
the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair Market Value in connection
with circumstances that impact the Fair Market Value, if necessary;


 


  (g)            determine
whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under
this Plan or any other incentive or compensation plan of the Company or any Parent, Subsidiary, or Affiliate;


 


  (h)            grant
waivers of Plan or Award conditions;


 


  (i)            determine
the vesting, exercisability, and payment of Awards;


 


  (j)            correct
any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;


 


  (k)            determine
whether an Award has been vested and/or earned;


 


  (l)             determine
the terms and conditions of any, and to institute any Exchange Program;


 


  (m)            reduce,
waive or modify any criteria with respect to Performance Factors;


 


  (n)            adjust
Performance Factors to take into account changes in law and accounting or tax rules as the Committee deems necessary or appropriate
to reflect the impact of extraordinary or unusual items, events, or circumstances to avoid windfalls or hardships;


 


  (o)            adopt
terms and conditions, rules, and/or procedures (including the adoption of any subplan under this Plan) relating to the operation and administration
of the Plan to accommodate requirements of local law and procedures outside of the United States or to qualify Awards for special tax
treatment under laws of jurisdictions other than the United States;


 


  (p)            exercise
discretion with respect to Performance Awards;


 


  (q)            make
all other determinations necessary or advisable for the administration of this Plan; and


 


  (r)             delegate
any of the foregoing to a subcommittee or to one or more executive officers pursuant to a specific delegation as permitted by applicable
law, including Section 157(c) of the Delaware General Corporation Law.


 


4.2.            Committee Interpretation
and Discretion. Any determination made by the Committee with respect to any Award will be made in its sole discretion at the time
of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such determination
will be final and binding on the Company and all persons having an interest in any Award under the Plan. Any dispute regarding the interpretation
of the Plan or any Award Agreement will be submitted by the Participant or Company to the Committee for review. The resolution of such
a dispute by the Committee will be final and binding on the Company and the Participant. The Committee may delegate to one or more executive
officers the authority to review and resolve disputes with respect to Awards held by Participants who are not Insiders, and such resolution
will be final and binding on the Company and the Participant.


 






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4.3.            Section 16
of the Exchange Act. Awards granted to Participants who are subject to Section 16 of the Exchange Act must be approved by two
or more “non-employee directors” (as defined in the regulations promulgated under Section 16 of the Exchange Act).


 


4.4.            Documentation.
The Award Agreement for a given Award, the Plan, and any other documents may be delivered to, and accepted by, a Participant or any other
person in any manner (including electronic distribution or posting) that meets applicable legal requirements.


 


4.5.            Foreign
Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws and practices in other
countries in which the Company, its Subsidiaries, and Affiliates operate or have Employees or other individuals eligible for Awards,
the Committee, in its sole discretion, will have the power and authority to: (a) determine which Subsidiaries and Affiliates will
be covered by the Plan; (b) determine which individuals outside the United States are eligible to participate in the Plan, which
may include individuals who provide services to the Company, Subsidiary or Affiliate under an agreement with a foreign nation or agency;
(c) modify the terms and conditions of any Award granted to individuals outside the United States or foreign nationals to comply
with applicable foreign laws, policies, customs, and practices; (d) establish subplans and modify exercise procedures, vesting conditions,
and other terms and procedures to the extent the Committee determines such actions to be necessary or advisable (and such subplans and/or
modifications will be attached to this Plan as appendices, if necessary); and (e) take any action, before or after an Award is made,
that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions
or approvals, provided, however, that no action taken under this Section 4.5 will increase the Share limitations contained in Section 2.1
hereof. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards will be granted, that would violate
the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute
or law.


 


5.            OPTIONS.
An Option is the right but not the obligation to purchase a Share, subject to certain conditions, if applicable. The Committee may grant
Options to eligible Employees, Consultants, and Directors and will determine whether such Options will be Incentive Stock Options within
the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NSOs”), the number
of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and be exercised, and
all other terms and conditions of the Option, subject to the following terms of this section.


 


5.1.            Option
Grant. Each Option granted under this Plan will identify the Option as an ISO or an NSO. An Option may be, but need not be, awarded
upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s individual
Award Agreement. If the Option is being earned upon the satisfaction of Performance Factors, then the Committee will: (a) determine
the nature, length, and starting date of any Performance Period for each Option; and (b) select from among the Performance Factors
to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect
to Options that are subject to different performance goals and other criteria.


 


5.2.            Date
of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, or
a specified future date. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.


 


5.3.            Exercise
Period. Options may be vested and exercisable within the times or upon the conditions as set forth in the Award Agreement governing
such Option, provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option
is granted and provided further that no ISO granted to a person who, at the time the ISO is granted, directly or by attribution owns more
than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary (“Ten
Percent Stockholder”) will be exercisable after the expiration of five (5) years from the date the ISO is granted.
The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such
number of Shares or percentage of Shares as the Committee determines.


 






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5.4.            Exercise
Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted, provided that: (a) the
Exercise Price of an Option will be not less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant,
and (b) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than one hundred ten percent (110%) of
the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance with Section 11
and the Award Agreement and in accordance with any procedures established by the Company.


 


5.5.            Method
of Exercise. Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at such times and
under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be exercised for a fraction
of a Share. An Option will be deemed exercised when the Company receives: (a) notice of exercise (in such form as the Committee may
specify from time to time) from the person entitled to exercise the Option (and/or via electronic execution through the authorized third-party
administrator), and (b) full payment for the Shares with respect to which the Option is exercised (together with applicable withholding
taxes). Full payment may consist of any consideration and method of payment authorized by the Committee and permitted by the Award Agreement
and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant. Until the Shares are issued (as
evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of the Option.
The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 2.6 of the Plan.
Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale
under the Option, by the number of Shares as to which the Option is exercised.


 


5.6.            Termination
of Service. If the Participant’s Service terminates for any reason except for Cause or the Participant’s death or Disability,
then the Participant may exercise such Participant’s Options only to the extent that such Options would have been exercisable by
the Participant on the date Participant’s Service terminates no later than three (3) months after the date Participant’s
Service terminates (or such shorter or longer time period as may be determined by the Committee, with any exercise of an ISO beyond three
(3) months after the date Participant’s employment terminates deemed to be the exercise of an NSO), but in any event no later
than the expiration date of the Options.


 


  (a)            Death.
If the Participant’s Service terminates because of the Participant’s death (or the Participant dies within three
(3) months after Participant’s Service terminates other than for Cause or because of the Participant’s Disability),
then the Participant’s Options may be exercised only to the extent that such Options would have been exercisable by the
Participant on the date Participant’s Service terminates and must be exercised by the Participant’s legal
representative, or authorized assignee, no later than twelve (12) months after the date Participant’s Service terminates (or
such shorter or longer time period as may be determined by the Committee), but in any event no later than the expiration date of the
Options.


 






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  (b)            Disability.
If the Participant’s Service terminates because of the Participant’s Disability, then the Participant’s Options may
be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service
terminates and must be exercised by the Participant (or the Participant’s legal representative or authorized assignee) no later
than twelve (12) months after the date Participant’s Service terminates (or such shorter or longer time period as may be determined
by the Committee, with any exercise beyond (a) three (3) months after the date Participant’s employment terminates when
the termination of Service is for a Disability that is not a “permanent and total disability” as defined in Section 22(e)(3) of
the Code or (b) twelve (12) months after the date Participant’s employment terminates when the termination of Service is for
a Disability that is a “permanent and total disability” as defined in Section 22(e)(3) of the Code, deemed to be
exercise of an NSO), but in any event no later than the expiration date of the Options.


 


  (c)            Cause.
Unless otherwise determined by the Committee, if the Participant’s Service terminates for Cause, then Participant’s Options
(whether or not vested) will expire on the date of termination of Participant’s Service if the Committee has reasonably determined
in good faith that such cessation of Services has resulted in connection with an act or failure to act constituting Cause (or such Participant’s
Services could have been terminated for Cause (without regard to the lapsing of any required notice or cure periods in connection therewith)
at the time such Participant terminated Service), or at such later time and on such conditions as are determined by the Committee, but
in any event no later than the expiration date of the Options. Unless otherwise provided in an employment agreement, Award Agreement,
or other applicable agreement, Cause will have the meaning set forth in the Plan.


 


5.7.            Limitations
on ISOs. With respect to Awards granted as ISOs, to the extent that the aggregate Fair Market Value of the Shares with respect to
which such ISOs are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any
Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as NSOs. For purposes of this Section 5.7, ISOs
will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the
time the Option with respect to such Shares is granted. In the event that the Code or the regulations promulgated thereunder are amended
after the Effective Date to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, such different
limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment.


 


5.8.            Modification,
Extension or Renewal. The Committee may modify, extend, or renew outstanding Options and authorize the grant of new Options in substitution
therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s
rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed, or otherwise altered will be treated
in accordance with Section 424(h) of the Code. Subject to Section 18 of this Plan, by written notice to affected Participants,
the Committee may reduce the Exercise Price of outstanding Options without the consent of such Participants, provided, however, that
the Exercise Price may not be reduced below the Fair Market Value on the date the action is taken to reduce the Exercise Price.


 


5.9.            No
Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended,
or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422
of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code.


 


6.            RESTRICTED
STOCK UNITS. A Restricted Stock Unit (“RSU”) is an award to an eligible Employee, Consultant, or Director
covering a number of Shares that may be settled by issuance of those Shares (which may consist of Restricted Stock) or in cash. All RSUs
will be made pursuant to an Award Agreement.


 






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6.1.            Terms
of RSUs. The Committee will determine the terms of an RSU including, without limitation: (a) the number of Shares subject to
the RSU, (b) the time or times during which the RSU may be settled, (c) the consideration to be distributed on settlement,
and (d) the effect of the Participant’s termination of Service on each RSU, provided that no RSU will have a term longer than
ten (10) years. An RSU may be awarded upon satisfaction of such performance goals based on Performance Factors during any Performance
Period as are set out in advance in the Participant’s Award Agreement. If the RSU is being earned upon satisfaction of Performance
Factors, then the Committee will: (i) determine the nature, length, and starting date of any Performance Period for the RSU; (ii) select
from among the Performance Factors to be used to measure the performance, if any; and (iii) determine the number of Shares deemed
subject to the RSU. Performance Periods may overlap and Participants may participate simultaneously with respect to RSUs that are subject
to different Performance Periods and different performance goals and other criteria. The Committee may adjust the performance goals to
account for changes in law and accounting and to make such adjustments as the Committee deems necessary or appropriate to reflect the
impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships, including without limitation (i) restructurings,
discontinued operations, extraordinary items, and other unusual or non-recurring changes, (ii) an event either not directly related
to the operations of the Company or not within the reasonable control of the Company’s management, or (iii) a change in accounting
standards required by generally accepted accounting principles.


 


6.2.            Form and
Timing of Settlement. Payment of earned RSUs will be made as soon as practicable after the date(s) determined by the Committee
and set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned RSUs in cash, Shares, or a combination
of both. The Committee may also permit a Participant to defer payment under a RSU to a date or dates after the RSU is earned, provided
that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code to the extent applicable.


 


6.3.            Termination
of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s
Service terminates (unless determined otherwise by the Committee).


 


7.            RESTRICTED
STOCK AWARDS. A Restricted Stock Award is an offer by the Company to sell to an eligible Employee, Consultant, or Director Shares
that are subject to restrictions (“Restricted Stock”). The Committee will determine to whom an offer will be
made, the number of Shares the Participant may purchase, the Purchase Price, the restrictions under which the Shares will be subject,
and all other terms and conditions of the Restricted Stock Award, subject to the Plan.


 


7.1.            Restricted Stock Purchase
Agreement. All purchases under a Restricted Stock Award will be evidenced by an Award Agreement. Except as may otherwise be provided
in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering to the Company an Award Agreement with
full payment of the Purchase Price, within thirty (30) days from the date the Award Agreement was delivered to the Participant. If the
Participant does not accept such Award within thirty (30) days, then the offer to purchase such Restricted Stock Award will terminate,
unless the Committee determines otherwise.


 


7.2.            Purchase Price.
The Purchase Price for Shares issued pursuant to a Restricted Stock Award will be determined by the Committee and may be less than Fair
Market Value on the date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance with Section 11
of the Plan, and the Award Agreement and in accordance with any procedures established by the Company.


 


7.3.            Terms
of Restricted Stock Awards. Restricted Stock Awards will be subject to such restrictions as the Committee may impose or are required
by law. These restrictions may be based on completion of a specified period of Service with the Company or upon completion of Performance
Factors, if any, during any Performance Period as set out in advance in the Participant’s Award Agreement. Prior to the grant of
a Restricted Stock Award, the Committee will: (a) determine the nature, length, and starting date of any Performance Period for
the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure performance goals, if any; and (c) determine
the number of Shares that may be awarded to the Participant. Performance Periods may overlap and a Participant may participate simultaneously
with respect to Restricted Stock Awards that are subject to different Performance Periods and having different performance goals and
other criteria.


 






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7.4.            Termination
of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s
Service terminates (unless determined otherwise by the Committee).


 


8.            STOCK
BONUS AWARDS. A Stock Bonus Award is an award to an eligible Employee, Consultant, or Director of Shares for Services to be rendered
or for past Services already rendered to the Company or any Parent, Subsidiary, or Affiliate. All Stock Bonus Awards will be made pursuant
to an Award Agreement. No payment from the Participant will be required for Shares awarded pursuant to a Stock Bonus Award.


 


8.1.            Terms
of Stock Bonus Awards. The Committee will determine the number of Shares to be awarded to the Participant under a Stock Bonus Award
and any restrictions thereon. These restrictions may be based upon completion of a specified period of Service with the Company or upon
satisfaction of performance goals based on Performance Factors during any Performance Period as set out in advance in the Participant’s
Stock Bonus Agreement. Prior to the grant of any Stock Bonus Award the Committee will: (a) determine the restrictions to which the
Stock Bonus Award is subject, including the nature, length, and starting date of any Performance Period for the Stock Bonus Award; (b) select
from among the Performance Factors, if any, to be used to measure performance goals; and (c) determine the number of Shares that
may be awarded to the Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Stock
Bonus Awards that are subject to different Performance Periods and different performance goals and other criteria.


 


8.2.            Form of
Payment to Participant. Payment may be made in the form of cash, whole Shares, or a combination thereof, based on the Fair Market
Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of the Committee.


 


8.3.            Termination
of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s
Service terminates (unless determined otherwise by the Committee).


 


9.            STOCK
APPRECIATION RIGHTS. A Stock Appreciation Right (“SAR”) is an award to an eligible Employee, Consultant,
or Director that may be settled in cash or Shares (which may consist of Restricted Stock) having a value equal to (a) the difference
between the Fair Market Value on the date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect
to which the SAR is being settled (subject to any maximum number of Shares that may be issuable as specified in an Award Agreement).
All SARs will be made pursuant to an Award Agreement.


 


9.1.            Terms
of SARs. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject
to the SAR, (b) the Exercise Price and the time or times during which the SAR may be exercised and settled, (c) the consideration
to be distributed on exercise and settlement of the SAR, and (d) the effect of the Participant’s termination of Service on
each SAR. The Exercise Price of the SAR will be determined by the Committee when the SAR is granted and may not be less than Fair Market
Value of the Shares on the date of grant. A SAR may be awarded upon satisfaction of Performance Factors, if any, during any Performance
Period as are set out in advance in the Participant’s individual Award Agreement. If the SAR is being earned upon the satisfaction
of Performance Factors, then the Committee will: (i) determine the nature, length, and starting date of any Performance Period for
each SAR; and (ii) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods
may overlap and Participants may participate simultaneously with respect to SARs that are subject to different Performance Factors and
other criteria.


 






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9.2.            Exercise
Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee
and set forth in the Award Agreement governing such SAR. The SAR Agreement will set forth the expiration date, provided that no SAR will
be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide for SARs
to become exercisable at one time or from time to time, periodically or otherwise (including, without limitation, upon the attainment
during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage of the Shares
subject to the SAR as the Committee determines. Except as may be set forth in the Participant’s Award Agreement, vesting ceases
on the date Participant’s Service terminates (unless determined otherwise by the Committee). Notwithstanding the foregoing, the
rules of Section 5.6 also will apply to SARs.


 


9.3.            Form of
Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined by
multiplying (a) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price, by (b) the
number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company for the
SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion of a SAR being settled may be
paid currently or on a deferred basis with such interest, if any, as the Committee determines, provided that the terms of the
SAR and any deferral satisfy the requirements of Section 409A of the Code to the extent applicable.


 


9.4.            Termination
of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s
Service terminates (unless determined otherwise by the Committee).


 


10.            PERFORMANCE
AWARDS.


 


10.1.          Types
of Performance Awards. A Performance Award is an award to an eligible Employee, Consultant, or Director that is based upon the attainment
of performance goals, as established by the Committee, and other terms and conditions specified by the Committee, and may be settled
in cash, Shares (which may consist of, without limitation, Restricted Stock), other property, or any combination thereof. Grants of Performance
Awards will be made pursuant to an Award Agreement that cites Section 10 of the Plan. The Committee may adjust the performance goals
to account for changes in law and accounting and to make such adjustments as the Committee deems necessary or appropriate to reflect
the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships, including without limitation (i) restructurings,
discontinued operations, extraordinary items, and other unusual or non-recurring changes, (ii) an event either not directly related
to the operations of the Company or not within the reasonable control of the Company’s management, or (iii) a change in accounting
standards required by generally accepted accounting principles.


 


  (a)             Performance
Shares. The Committee may grant Awards of Performance Shares, designate the Participants to whom Performance Shares are to be awarded,
and determine the number of Performance Shares and the terms and conditions of each such Award. Each Performance Share will have an initial
value equal to the Fair Market Value of as Share on the date of grant. Performance Shares will consist of a unit valued by reference
to a designated number of Shares, the value of which may be paid to the Participant by delivery of Shares or, if set forth in the instrument
evidencing the Award, of such property as the Committee will determine, including, without limitation, cash, Shares, other property,
or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions
specified by the Committee. The amount to be paid under an Award of Performance Shares may be adjusted on the basis of such further consideration
as the Committee will determine in its sole discretion.


 






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  (b)            Performance
Units. The Committee may grant Awards of Performance Units, designate the Participants to whom Performance Units are to be awarded,
and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units will consist of a unit
valued by reference to a designated amount of property other than Shares, which value may be paid to the Participant by delivery of such
property as the Committee will determine, including, without limitation, cash, Shares, other property, or any combination thereof, upon
the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee.


 


  (c)            Cash-Settled
Performance Awards. The Committee may also grant cash-settled Performance Awards to Participants under the terms of this Plan. Such
awards will be based on the attainment of performance goals using the Performance Factors within this Plan that are established by the
Committee for the relevant performance period.


 


10.2.          Terms
of Performance Awards. The Committee will determine, and each Award Agreement will set forth, the terms of each Performance Award
including, without limitation: (a) the amount of any cash bonus, (b) the number of Shares deemed subject to an award of Performance
Shares, (c) the Performance Factors and Performance Period that will determine the time and extent to which each award of Performance
Shares will be settled, (d) the consideration to be distributed on settlement, and (e) the effect of the Participant’s
termination of Service on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will:
(i) determine the nature, length, and starting date of any Performance Period; (ii) select from among the Performance Factors
to be used; and (iii) determine the number of Shares deemed subject to the award of Performance Shares. Each Performance Share will
have an initial value equal to the Fair Market Value of a Share on the date of grant. Prior to settlement the Committee will determine
the extent to which Performance Awards have been earned. Performance Periods may overlap and Participants may participate simultaneously
with respect to Performance Awards that are subject to different Performance Periods and different performance goals and other criteria.


 


10.3.          Termination
of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s
Service terminates (unless determined otherwise by the Committee).


 


11.          PAYMENT
FOR SHARE PURCHASES. Payment from a Participant for Shares purchased pursuant to this Plan may be made in cash or by check
or, where expressly approved for the Participant by the Committee and where permitted by law (and to the extent not otherwise set forth
in the applicable Award Agreement):


 


  (a)            by
cancellation of indebtedness of the Company to the Participant;


 


  (b)            by
surrender of shares of the Company held by the Participant that have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Award will be exercised or settled;


 


  (c)            by
waiver of compensation due or accrued to the Participant for services rendered or to be rendered to the Company or a Parent or Subsidiary
of the Company;


 


  (d)            by
consideration received by the Company pursuant to a broker-assisted or other form of cashless exercise program implemented by the Company
in connection with the Plan;


 






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(e)            by
any combination of the foregoing; or


 


(f)             by
any other method of payment as is permitted by applicable law.


 


The Committee may limit the
availability of any method of payment, to the extent the Committee determines, in its discretion, such limitation is necessary or advisable
to comply with applicable law or facilitate the administration of the Plan.


 


12.           GRANTS
to Non-Employee directors.


 


12.1.            General.
Non-Employee Directors are eligible to receive any type of Award offered under this Plan except ISOs. Awards pursuant to this Section 12
may be automatically made pursuant to policy adopted by the Board, or made from time to time as determined in the discretion of the Board.
No Non-Employee Director may receive Awards under the Plan that, when combined with cash compensation received for service as a Non-Employee
Director, exceed Seven Hundred Fifty Thousand Dollars ($750,000) in value (as described below) in any calendar year; provided, however,
that a Non-Employee Director may receive up to One Million Dollars ($1,000,000) in value in his or her initial year of service as a Non-Employee
Director. The value of Awards for purposes of complying with this maximum will be determined as follows: (a) for Options and SARs,
grant date fair value will be calculated using the Company’s regular valuation methodology for determining the grant date fair value
of Options for reporting purposes, and (b) for all other Awards other than Options and SARs, grant date fair value will be determined
by either (i) calculating the product of the Fair Market Value per Share on the date of grant and the aggregate number of Shares
subject to the Award, or (ii) calculating the product using an average of the Fair Market Value over a number of trading days and
the aggregate number of Shares subject to the Award as determined by the Committee. Awards granted to an individual while he or she was
serving in the capacity as an Employee or while he or she was a Consultant but not a Non-Employee Director will not count for purposes
of the limitations set forth in this Section 12.1.


 


12.2.            Eligibility.
Awards pursuant to this Section 12 will be granted only to Non-Employee Directors. A Non-Employee Director who is elected or re-elected
as a member of the Board will be eligible to receive an Award under this Section 12.


 


12.3.            Vesting,
Exercisability and Settlement. Except as set forth in Section 21, Awards will vest, become exercisable, and be settled as determined
by the Board. With respect to Options and SARs, the exercise price granted to Non-Employee Directors will not be less than the Fair Market
Value of the Shares at the time that such Option or SAR is granted.


 


12.4.            Election
to Receive Awards in Lieu of Cash. A Non-Employee Director may elect to receive his or her annual retainer payments and/or meeting
fees from the Company in the form of cash or Awards or a combination thereof, if permitted, and as determined, by the Committee. Such
Awards will be issued under the Plan. An election under this Section 12.4 will be filed with the Company on the form prescribed by
the Company.


 


13.           WITHHOLDING
TAXES.


 


13.1.            Withholding
Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan or a tax event occurs, the Company may
require the Participant to remit to the Company, or to the Parent, Subsidiary, or Affiliate, as applicable, employing the Participant
an amount sufficient to satisfy applicable U.S. federal, state, local, and international income tax, social insurance, payroll tax,
fringe benefits tax, payment on account or other tax liability legally due from the Participant (the tax-related items, the “Tax-Related
Items”) prior to the delivery of Shares pursuant to exercise or settlement of any Award. Whenever payments in satisfaction
of Awards granted under this Plan are to be made in cash, such payment will be net of an amount sufficient to satisfy applicable withholding
obligations for Tax-Related Items. Unless otherwise determined by the Committee, the Fair Market Value of the Shares will be determined
as of the date that the taxes are required to be withheld and such Shares will be valued based on the value of the actual trade or, if
there is none, the Fair Market Value of the Shares as of the previous trading day.


 






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13.2.            Stock
Withholding. The Committee, or its delegate(s), as permitted by applicable law, in its sole discretion and pursuant to such procedures
as it may specify from time to time and to limitations of local law, may require or permit a Participant to satisfy such Tax Related Items
legally due from the Participant, in whole or in part by (without limitation) (a) paying cash, (b) having the Company withhold
otherwise deliverable cash or Shares having a Fair Market Value equal to the Tax-Related Items to be withheld, (c) delivering to
the Company already-owned shares having a Fair Market Value equal to the Tax-Related Items to be withheld, or (d) withholding from
the proceeds of the sale of otherwise deliverable Shares acquired pursuant to an Award either through a voluntary sale or through a mandatory
sale arranged by the Company. The Company may withhold or account for these Tax-Related Items by considering applicable statutory withholding
rates or other applicable withholding rates, including up to the maximum permissible statutory tax rate for the applicable tax jurisdiction,
to the extent consistent with applicable laws.


 


14.           TRANSFERABILITY.
Unless determined otherwise by the Committee, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in
any manner other than by will or by the laws of descent or distribution. If the Committee makes an Award transferable, including, without
limitation, by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries upon the death
of the trustor (settlor) or by gift or by domestic relations order to a Permitted Transferee, such Award will contain such additional
terms and conditions as the Committee deems appropriate. All Awards will be exercisable: (a) during the Participant’s lifetime
only by the Participant or the Participant’s guardian or legal representative; (b) after the Participant’s death, by
the legal representative of the Participant’s heirs or legatees; and (c) in the case of all awards except ISOs, by a Permitted
Transferee. Notwithstanding any contrary provision of the Plan, the Committee shall have all discretion and authority to determine and
implement the terms and conditions of any Award Transfer Program instituted pursuant to this Section 14 and shall have the authority
to amend the terms of any Award participating, or otherwise eligible to participate in, the Award Transfer Program, including( but not
limited to) the authority to (a) amend (including to extend) the expiration date, post-termination exercise period and/or forfeiture
conditions of any such Award, (b) amend or remove any provisions of the Award relating to the Award holder’s continued service
to the Company or its Parent or any Subsidiary, (c) amend the permissible payment methods with respect to the exercise or purchase
of any such Award, (d) amend the adjustments to be implemented in the event of changes in the capitalization and other similar events
with respect to such Award, and (e) make such other changes to the terms of such Award as the Committee deems necessary or appropriate
in its sole discretion.


 


15.           PRIVILEGES
OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.


 


15.1.            Voting
and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued
to the Participant, except for any Dividend Equivalent Rights permitted by an applicable Award Agreement. Any Dividend Equivalent Rights
will be subject to the same vesting or performance conditions as the underlying Award. In addition, the Committee may provide that any
Dividend Equivalent Rights permitted by an applicable Award Agreement will be deemed to have been reinvested in additional Shares or otherwise
reinvested. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder
with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to
such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant
may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate
or capital structure of the Company will be subject to the same restrictions as the Restricted Stock; provided, further,
that the Participant will have no right to such stock dividends or stock distributions with respect to Unvested Shares, and any such dividends
or stock distributions will be accrued and paid only at such time, if any, as such Unvested Shares become vested Shares. The Committee,
in its discretion, may provide in the Award Agreement evidencing any Award that the Participant will be entitled to Dividend Equivalent
Rights with respect to the payment of cash dividends on Shares underlying an Award during the period beginning on the date the Award is
granted and ending, with respect to each Share subject to the Award, on the earlier of the date on which the Award is exercised or settled
or the date on which it is forfeited provided, that no Dividend Equivalent Right will be paid with respect to the Unvested Shares,
and such dividends or stock distributions will be accrued and paid only at such time, if any, as such Unvested Shares become vested Shares.
Such Dividend Equivalent Rights, if any, will be credited to the Participant in the form of additional whole Shares as of the date of
payment of such cash dividends on Shares.


 






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15.2.            Restrictions
on Shares. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) a right to repurchase
(a “Right of Repurchase”) a portion of any or all Unvested Shares held by a Participant following such Participant’s
termination of Service at any time within ninety (90) days (or such longer or shorter time determined by the Committee) after the later
of the date Participant’s Service terminates and the date the Participant purchases Shares under this Plan, for cash and/or cancellation
of purchase money indebtedness, at the Participant’s Purchase Price or Exercise Price, as the case may be.


 


16.           CERTIFICATES.
All Shares or other securities whether or not certificated, delivered under this Plan will be subject to such stock transfer orders, legends,
and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable U.S. federal, state,
or foreign securities law, or any rules, regulations, and other requirements of the SEC or any stock exchange or automated quotation system
upon which the Shares may be listed or quoted, and any non-U.S. exchange controls or securities law restrictions to which the Shares are
subject.


 


17.           ESCROW;
PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant
to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee,
appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have
lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates.
Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan
will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of
the Participant’s obligation to the Company under the promissory note, provided, however, that the Committee may require or accept
other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse
against the Participant under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In
connection with any pledge of the Shares, the Participant will be required to execute and deliver a written pledge agreement in such form
as the Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro
rata basis as the promissory note is paid.


 


18.           REPRICING;
EXCHANGE AND BUYOUT OF AWARDS. Without prior stockholder approval the Committee may (a) reprice Options or SARs (and
where such repricing is a reduction in the Exercise Price of outstanding Options or SARs, the consent of the affected Participants is
not required provided written notice is provided to them, notwithstanding any adverse tax consequences to them arising from the repricing),
and (b) with the consent of the respective Participants (unless not required pursuant to Section 5.9 of the Plan), pay cash
or issue new Awards in exchange for the surrender and cancellation of any, or all, outstanding Awards.


 






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19.           SECURITIES
LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective unless such Award is in compliance with all applicable
U.S. and foreign federal and state securities and exchange control and other laws, rules, and regulations of any governmental body, and
the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in
effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this
Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any
approvals from governmental agencies that the Company determines are necessary or advisable and/or (b) completion of any registration
or other qualification of such Shares under any state, federal, or foreign law or ruling of any governmental body that the Company determines
to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with
the registration, qualification, or listing requirements of any foreign or state securities laws, exchange control laws, stock exchange,
or automated quotation system, and the Company will have no liability for any inability or failure to do so.


 


20.           NO
OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any
Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent, Subsidiary,
or Affiliate or limit in any way the right of the Company or any Parent, Subsidiary, or Affiliate to terminate Participant’s employment
or other relationship at any time.


 


21.            CORPORATE
TRANSACTIONS.


 


21.1.            Assumption or Replacement of Awards by
Successor. In the event that the Company is subject to a Corporate Transaction, outstanding Awards acquired under the Plan shall be
subject to the agreement evidencing the Corporate Transaction, which need not treat all outstanding Awards in an identical manner. Such
agreement, without the Participant’s consent, shall provide for one or more of the following with respect to all outstanding Awards
as of the effective date of such Corporate Transaction:


 


(a)            The
continuation of an outstanding Award by the Company (if the Company is the successor entity).


 


(b)            The
assumption of an outstanding Award by the successor or acquiring entity (if any) of such Corporate Transaction (or by its parents, if
any), which assumption, will be binding on all selected Participants; provided that the exercise price and the number and nature of shares
issuable upon exercise of any such option or stock appreciation right, or any award that is subject to Section 409A of the Code,
will be adjusted appropriately pursuant to Section 424(a) of the Code and/or Section 409A of the Code, as applicable.


 


(c)            The
substitution by the successor or acquiring entity in such Corporate Transaction (or by its parents, if any) of equivalent awards with
substantially the same terms for such outstanding Awards (except that the exercise price and the number and nature of shares issuable
upon exercise of any such option or stock appreciation right, or any award that is subject to Section 409A of the Code, will be adjusted
appropriately pursuant to Section 424(a) of the Code and/or Section 409A of the Code, as applicable).


 


(d)            The
full or partial acceleration of exercisability or vesting and accelerated expiration of an outstanding Award and lapse of the Company’s
right to repurchase or re-acquire shares acquired under an Award or lapse of forfeiture rights with respect to shares acquired under an
Award.


 






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(e)            The
settlement of the full value of such outstanding Award (whether or not then vested or exercisable) in cash, cash equivalents, or securities
of the successor entity (or its parent, if any) with a fair market value equal to the required amount, followed by the cancellation of
such Awards; provided however, that such Award may be cancelled if such Award has no value, as determined by the Committee, in its discretion.
Subject to Section 409A of the Code, such payment may be made in installments and may be deferred until the date or dates the Award
would have become exercisable or vested. Such payment may be subject to vesting based on the Participant’s continued service, provided
that the vesting schedule shall not be less favorable to the Participant than the schedule under which the Award would have become vested
or exercisable. For purposes of this Section 21.1(e), the fair market value of any security shall be determined without regard to
any vesting conditions that may apply to such security.


 


(f)             The
cancellation of outstanding Awards in exchange for no consideration.


 


The Board shall have full
power and authority to assign the Company’s right to repurchase or re-acquire or forfeiture rights to such successor or acquiring
corporation. In addition, in the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute
Awards, as provided above, pursuant to a Corporate Transaction, then the Committee will notify each Participant in writing or electronically
that such Participant’s Award will, if exercisable, be exercisable for a period of time determined by the Committee in its sole
discretion, and such Award will terminate upon the expiration of such period. Awards need not be treated similarly in a Corporate Transaction
and treatment may vary from Award to Award and/or from Participant to Participant.


 


21.2.            Assumption
of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company,
whether in connection with an acquisition of such other company or otherwise, by either: (a) granting an Award under this Plan in
substitution of such other company’s award, or (b) assuming such award as if it had been granted under this Plan if the terms
of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the
holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied
the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions
of such award will remain unchanged (except that the Purchase Price or the Exercise Price, as the case may be, and the number and
nature of Shares issuable upon exercise or settlement of any such Award will be adjusted appropriately pursuant to Section 424(a) of
the Code). In the event the Company elects to grant a new Option in substitution rather than assuming an existing option, such new Option
may be granted with a similarly adjusted Exercise Price. Substitute Awards will not reduce the number of Shares authorized for grant under
the Plan or authorized for grant to a Participant in a calendar year.


 


21.3.            Non-Employee
Directors’ Awards. Notwithstanding any provision to the contrary herein, in the event of a Corporate Transaction, the vesting
of all Awards granted to Non-Employee Directors will accelerate and such Awards will become exercisable (as applicable) in full prior
to the consummation of such event at such times and on such conditions as the Committee determines.


 


22.           ADOPTION
AND STOCKHOLDER APPROVAL. This Plan will be submitted for the approval of the Company’s stockholders, consistent with applicable
laws, within twelve (12) months before or after the date this Plan is adopted by the Board.


 


23.           TERM
OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and
will terminate ten (10) years from the date this Plan is adopted by the Board. This Plan and all Awards granted hereunder will be
governed by and construed in accordance with the laws of the State of Delaware (excluding its conflict of laws rules).


 






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24.           AMENDMENT
OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect, including, without limitation,
amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan, provided, however, that the Board will not,
without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder approval, provided
further that a Participant’s Award will be governed by the version of this Plan then in effect at the time such Award was granted.
No termination or amendment of the Plan will affect any then-outstanding Award unless expressly provided by the Committee. In any event,
no termination or amendment of the Plan or any outstanding Award may adversely affect any then outstanding Award without the consent of
the Participant, unless such termination or amendment is necessary to comply with applicable law, regulation, or rule.


 


25.           NONEXCLUSIVITY
OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for
approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional
compensation arrangements as it may deem desirable, including, without limitation, the granting of stock awards and bonuses otherwise
than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.


 


26.           INSIDER
TRADING POLICY. Each Participant who receives an Award will comply with any policy adopted by the Company from time to time covering
transactions in the Company’s securities by Employees, officers, and/or Directors of the Company, as well as with any applicable
insider trading or market abuse laws to which the Participant may be subject.


 


27.           All
Awards Subject to Company Clawback or Recoupment Policy.  All Awards, subject to applicable law, will be subject
to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the
term of Participant’s employment or other service with the Company that is applicable to officers, Employees, Directors or other
service providers of the Company, and in addition to any other remedies available under such policy and applicable law, may require the
cancellation of outstanding Awards and the recoupment of any gains realized with respect to Awards.


 


28.           DEFINITIONS.
As used in this Plan, and except as elsewhere defined herein, the following terms will have the following meanings:


 


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


 


28.2.            “Award”
means any award under the Plan, including any Option, Performance Award, Cash Award, Restricted Stock, Stock Bonus, Stock Appreciation
Right, or Restricted Stock Unit.


 


28.3.            “Award
Agreement” means, with respect to each Award, the written or electronic agreement between the Company and the Participant
setting forth the terms and conditions of the Award, and country-specific appendix thereto for grants to non-U.S. Participants, which
will be in substantially a form (which need not be the same for each Participant) that the Committee (or in the case of Award agreements
that are not used for Insiders, the Committee’s delegate(s)) has from time to time approved, and will comply with and be subject
to the terms and conditions of this Plan.


 


28.4.            “Award
Transfer Program” means any program instituted by the Committee which would permit Participants the opportunity to transfer
any outstanding Awards to a financial institution or other person or entity approved by the Committee.


 






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28.5.            “Board”
means the Board of Directors of the Company.


 


28.6.            “Cause”
means (i) an unauthorized use or disclosure by Participant of the Company’s confidential information or trade secrets, which
use or disclosure causes material harm to the Company or is reasonably likely to cause material harm to the Company, (ii) a material
breach of any agreement between Participant and the Company, (iii) a material failure to comply with the Company’s written
policies or rules that has caused or is reasonably likely to cause material injury to the Company, its successor, or its affiliates,
or any of their business, (iv) conviction of, or plea of “guilty” or “no contest” to, a felony under the
laws of the United States or any state thereof, (v) willful misconduct that has caused or is reasonably likely to cause material
injury to the Company, its successor, or its affiliates, or any of their business, (vi) embezzlement, (vii) failure to cooperate
with the Company in any investigation or formal proceeding if the Company has requested Participant’s reasonable cooperation, (viii) violation
of any applicable federal, state or foreign statutes or laws that govern or regulate employment, pharmaceutical drugs or securities, including
but not limited to the laws enforced by the federal Equal Employment Opportunity Commission, Department of Labor, Food and Drug Administration,
Securities and Exchange Commission and Department of Justice or (ix) a continued failure to perform assigned duties after receiving
written notification of such failure from the Company’s Chief Executive Officer; provided that Participant must be provided with
written notice of Participant’s termination for “Cause” and Participant must be provided with a thirty (30) day period
following Participant’s receipt of such notice to cure the event(s) that trigger “Cause,” with the Company’s
Chief Executive Officer making the final determination whether Participant has cured any Cause. The determination as to whether a Participant
is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. This definition
does not in any way limit the Company’s or any Parent’s or Subsidiary’s ability to terminate a Participant’s employment
or services at any time. Notwithstanding the foregoing, the foregoing definition of “Cause” may, in part or in whole, be modified
or replaced in each individual employment agreement, Award Agreement, or other applicable agreement with any Participant, provided that
such document explicitly supersedes the definition provided in this Section.


 


28.7.            “Code”
means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.


 


28.8.            “Committee”
means the Compensation Committee of the Board or those persons to whom administration of the Plan, or part of the Plan, has been delegated
as permitted by law.


 


28.9.            “Common
Stock” means the common stock of the Company.


 


28.10.          “Company”
means Elevation Oncology, Inc., (formerly known as 14ner Oncology, Inc.) a Delaware corporation, or any successor corporation.


 


28.11.          “Consultant”
means any natural person, including an advisor or independent contractor, engaged by the Company or a Parent, Subsidiary, or Affiliate
to render services to such entity.


 






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28.12.            “Corporate
Transaction” means the occurrence of any of the following events: (a) 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 more than fifty percent (50%) of the total voting
power represented by the Company’s then-outstanding voting securities, provided, however, that for purposes of this subclause (a) the
acquisition of additional securities by any one Person who is considered to own more than fifty percent (50%) of the total voting power
of the securities of the Company will not be considered a Corporate Transaction; (b) the consummation of the sale or disposition
by the Company of all or substantially all of the Company’s assets; (c) 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; (d) any other transaction
which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company
give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding
shares of capital stock of the Company), or (e) a change in the effective control of the Company that occurs on the date that a majority
of members of the Board is replaced during any twelve (12) month period by members of the Board whose appointment or election is not endorsed
by a majority of the members of the Board prior to the date of the appointment or election. For purpose of this subclause (e), if any
Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person
will not be considered a Corporate Transaction. For purposes of this definition, Persons will be considered to be acting as a group if
they are owners of a corporation that enters into a merger, consolidation, purchase, or acquisition of stock, or similar business transaction
with the Company. Notwithstanding the foregoing, to the extent that any amount constituting deferred compensation (as defined in Section 409A
of the Code) would become payable under this Plan by reason of a Corporate Transaction, such amount will become payable only if the event
constituting a Corporate Transaction would also qualify as a change in ownership or effective control of the Company or a change in the
ownership of a substantial portion of the assets of the Company, each as defined within the meaning of Code Section 409A, as it has
been and may be amended from time to time, and any proposed or final Treasury Regulations and IRS guidance that has been promulgated or
may be promulgated thereunder from time to time.


 


28.13.            “Director”
means a member of the Board.


 


28.14.            “Disability”
means in the case of incentive stock options, total and permanent disability as defined in Section 22(e)(3) of the Code and
in the case of other Awards, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than
twelve (12) months.


 


28.15.            “Dividend
Equivalent Right” means the right of a Participant, granted at the discretion of the Committee or as otherwise provided
by the Plan, to receive a credit for the account of such Participant in an amount equal to the cash, stock, or other property dividends
in amounts equal equivalent to cash, stock, or other property dividends for each Share represented by an Award held by such Participant.


 


28.16.            “Effective
Date” means the day immediately prior to the Company’s IPO Registration Date, subject to approval of the Plan by
the Company’s stockholders.


 


28.17.            “Employee”
means any person, including officers and Directors, providing services as an employee to the Company or any Parent, Subsidiary, or Affiliate.
Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
by the Company.


 


28.18.            “Exchange
Act” means the United States Securities Exchange Act of 1934, as amended.


 


28.19.            “Exchange
Program” means a program pursuant to which (a) outstanding Awards are surrendered, cancelled, or exchanged for cash,
the same type of Award, or a different Award (or combination thereof); or (b) the exercise price of an outstanding Award is increased
or reduced.


 






    18


     


    

 


28.20.            “Exercise
Price” means, with respect to an Option, the price at which a holder may purchase the Shares issuable upon exercise of an
Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof.


 


28.21.            “Fair
Market Value” means, as of any date, the value of a Share, determined as follows:


 


(a)            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 Committee deems reliable;


 


(b)            if
such common stock is publicly traded but is neither listed nor 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 Committee
deems reliable;


 


(c)            in
the case of an Option or SAR grant made on the IPO Registration Date, the price per share at which Shares are initially offered for sale
to the public by the Company’s underwriters in the initial public offering of Shares as set forth in the Company’s final prospectus
included within the registration statement on Form S-1 filed with the SEC under the Securities Act; or


 


(d)            by
the Board or the Committee in good faith.


 


28.22.            “Insider”
means an officer or Director of the Company or any other person whose transactions in the Company’s common stock are subject to
Section 16 of the Exchange Act.


 


28.23.            “IPO
Registration Date” means the date on which the Company’s registration statement on Form S-1 in connection with
its initial public offering of common stock is declared effective by the SEC under the Securities Act.


 


28.24.            “IRS”
means the United States Internal Revenue Service.


 


28.25.            “Non-Employee
Director” means a Director who is not an Employee of the Company or any Parent, Subsidiary, or Affiliate.


 


28.26.            “Option”
means an award of an option to purchase Shares pursuant to Section 5.


 


28.27.            “Parent”
means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations
other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.


 


28.28.            “Participant”
means a person who holds an Award under this Plan.


 


28.29.            “Performance
Award” means an Award as defined in Section 10 and granted under the Plan, the payment of which is contingent upon
achieving certain performance goals established by the Committee.


 






    19


     


    

 


28.30.            “Performance
Factors” means any of the factors selected by the Committee and specified in an Award Agreement, from among the following
measures, either individually, alternatively or in any combination, applied to the Company as a whole or any business unit or Subsidiary,
either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable on an absolute
basis or relative to a pre-established target, to determine whether the performance goals established by the Committee with respect to
applicable Awards have been satisfied:


 


(a)            profit
before tax;


 


(b)            billings;


 


(c)            revenue;


 


(d)            net
revenue;


 


(e)            earnings
(which may include earnings before interest and taxes, earnings before taxes, net earnings, stock-based compensation expenses, depreciation,
and amortization);


 


(f)             operating
income;


 


(g)            operating
margin;


 


(h)            operating
profit;


 


(i)             controllable
operating profit or net operating profit;


 


(j)             net
profit;


 


(k)            gross
margin;


 


(l)             operating
expenses or operating expenses as a percentage of revenue;


 


(m)            net
income;


 


(n)            earnings
per share;


 


(o)            total
stockholder return;


 


(p)            market
share;


 


(q)            return
on assets or net assets;


 


(r)             the
Company’s stock price;


 


(s)            growth
in stockholder value relative to a pre-determined index;


 


(t)             return
on equity;


 


(u)            return
on invested capital;


 


(v)            cash
flow (including free cash flow or operating cash flows);


 


(w)           cash
conversion cycle;


 


(x)            economic
value added;


 






    20


     


    





 


(y)       individual
confidential business objectives;


 


(z)        contract
awards or backlog;


 


(aa)     overhead
or other expense reduction;


 


(bb)     credit
rating;


 


(cc)      strategic
plan development and implementation;


 


(dd)     succession
plan development and implementation;


 


(ee)      improvement
in workforce diversity;


 


(ff)       customer
indicators and/or satisfaction;


 


(gg)     new
product invention or innovation;


 


(hh)     attainment
of research and development milestones;


 


(ii)        improvements
in productivity;


 


(jj)        bookings;


 


(kk)      attainment
of objective operating goals and employee metrics;


 


(ll)        sales;


 


(mm)    expenses;


 


(nn)     balance
of cash, cash equivalents, and marketable securities;


 


(oo)     completion
of an identified special project;


 


(pp)     completion
of a joint venture or other corporate transaction;


 


(qq)     employee
satisfaction and/or retention;


 


(rr)       research
and development expenses;


 


(ss)      working
capital targets and changes in working capital; and


 


(tt)       any
other metric that is capable of measurement as determined by the Committee.


 


The Committee may provide
for one or more equitable adjustments to the Performance Factors to preserve the Committee’s original intent regarding the Performance
Factors at the time of the initial award grant, such as but not limited to, adjustments in recognition of unusual or non-recurring items
such as acquisition related activities or changes in applicable accounting rules. It is within the sole discretion of the Committee to
make or not make any such equitable adjustments.


 


28.31.     “Performance
Period” means one or more periods of time, which may be of varying and overlapping durations, as the Committee may select,
over which the attainment of one or more Performance Factors will be measured for the purpose of determining a Participant’s right
to, and the payment of, a Performance Award.


 






    21


     


    

 


28.32.            “Performance
Share” means an Award as defined in Section 10 and granted under the Plan, the payment of which is contingent upon
achieving certain performance goals established by the Committee.


 


28.33.            “Performance
Unit” means an Award as defined in Section 10 and granted under the Plan, the payment of which is contingent upon achieving
certain performance goals established by the Committee.


 


28.34.            “Permitted
Transferee” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece,
nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships)
of the Employee, any person sharing the Employee’s household (other than a tenant or employee), a trust in which these persons (or
the Employee) have more than 50% of the beneficial interest, a foundation in which these persons (or the Employee) control the management
of assets, and any other entity in which these persons (or the Employee) own more than 50% of the voting interests.


 


28.35.            “Plan”
means this Elevation Oncology, Inc. 2021 Equity Incentive Plan.


 


28.36.            “Purchase
Price” means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of an Option
or SAR.


 


28.37.            “Restricted Stock Award”
means an Award as defined in Section 6 and granted under the Plan, or issued pursuant to the early exercise of an Option.


 


28.38.            “Restricted
Stock Unit” means an Award as defined in Section 9 and granted under the Plan.


 


28.39.            “SEC”
means the United States Securities and Exchange Commission.


 


28.40.            “Securities
Act” means the United States Securities Act of 1933, as amended.


 






    22


     


    

 


28.41.            “Service”
will mean service as an Employee, Consultant, Director, or Non-Employee Director, to the Company or a Parent, Subsidiary, or Affiliate,
subject to such further limitations as may be set forth in the Plan or the applicable Award Agreement. An Employee will not be deemed
to have ceased to provide Service in the case of (a) sick leave, (b) military leave, or (c) any leave of absence approved
by the Company; provided however, that such leave is for a period of not more than 90 days (x) unless reemployment upon the expiration
if such leave is guaranteed by contract or statute, or (y) unless provided otherwise pursuant to formal policy adopted from time
to time by the Company and issued and promulgated to employees in writing. In the case of any Employee on an approved leave of absence
or a reduction in hours worked (for illustrative purposes only, a change in schedule from that of full-time to part-time), the Committee
may make such provisions respecting suspension of or modification to vesting of the Award while on leave from the employ of the Company
or a Parent, Subsidiary or Affiliate or during such change in working hours as it may deem appropriate, except that in no event may an
Award be exercised after the expiration of the term set forth in the applicable Award Agreement. In the event of military or other protected
leave, if required by applicable laws, vesting will continue for the longest period that vesting continues under any other statutory
or Company approved leave of absence and, upon a Participant’s returning from military leave (under conditions that would entitle
him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she will be given
vesting credit with respect to Awards to the same extent as would have applied had the Participant continued to provide Service to the
Company throughout the leave on the same terms as he or she was providing Service immediately prior to such leave. An employee shall
have terminated employment as of the date he or she ceases to provide Service (regardless of whether the termination is in breach of
local employment laws or is later found to be invalid) and employment shall not be extended by any notice period or garden leave mandated
by local law, provided, however, that a change in status between an Employee, Consultant, Director or Non-Employee Director
shall not terminate the Participant’s Service, unless determined by the Committee, in its discretion or to the extent set forth
in the applicable Award Agreement. The Committee will have sole discretion to determine whether a Participant has ceased to provide Service
and the effective date on which the Participant ceased to provide Service. An employee will have terminated employment as of the date
he or she ceases to provide Service (regardless of whether the termination is in breach of local employment laws or is later found to
be invalid) and employment will not be extended by any notice period or garden leave mandated by local law, provided, however, that a
change in status from an Employee to a Consultant or Non-Employee Director (or vice versa) will not terminate the Participant’s
Service, unless determined by the Committee, in its discretion. The Committee will have sole discretion to determine whether a Participant
has ceased to provide Service and the effective date on which the Participant ceased to provide Service.


 


28.42.            “Shares”
means shares of the Common Stock and the common stock of any successor entity of the Company.


 


28.43.            “Stock
Appreciation Right” means an Award defined in Section 8 and granted under the Plan.


 


28.44.            “Stock Bonus”
means an Award defined in Section 7 and granted under the Plan.


 


28.45.            “Subsidiary”
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations
other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.


 


28.46.            “Treasury
Regulations” means regulations promulgated by the United States Treasury Department.


 


28.47.            “Unvested
Shares” means Shares that have not yet vested or are subject to a right of repurchase in favor of the Company (or any successor
thereto).


 






    23


     


    

 


ELEVATION ONCOLOGY, INC.


2021
Equity Incentive Plan


NOTICE OF STOCK OPTION GRANT


 


You (the “Optionee”) have been granted an
option to purchase shares of Common Stock of the Company (the “Option”) under the Elevation Oncology, Inc.
(the “Company”) 2021 Equity Incentive Plan (the “Plan”) subject to the terms and conditions
of the Plan, this Notice of Stock Option Grant (this “Notice”)., and the Stock Option Agreement (the “Option
Agreement”).


 


Unless otherwise defined herein, the terms defined in the Plan will
have the same meanings in this Notice and the electronic representation of this Notice established and maintained by the Company or a
third party designated by the Company.


 


Name:


 


Address:


 


Grant
Number:


 


Date
of Grant:


 


Vesting
Commencement Date:


 


Exercise
Price per Share:


 


Total
Number of Shares:


 


	Type of Option:	__ Non-Qualified Stock
    Option
	 	 
	 	_______ Incentive Stock Option
	 	 
	Expiration Date:	________ __, 20__; the Option expires earlier if Optionee’s Service terminates earlier, as described in the Option Agreement.
	 	 
	Vesting Schedule:	Subject to the limitations set forth in this Notice, the Plan, and the Agreement, the Option will vest in accordance with the following schedule: [insert applicable vesting schedule, which may include performance metrics]



 








    


     


    

 


By accepting (whether in writing, electronically, or otherwise) the
Option, Optionee acknowledges and agrees to the following:


 


		1)	Optionee understands that Optionee’s Service is for an unspecified duration, can be terminated at
any time (i.e., is “at-will”) except where otherwise prohibited by applicable law, and that nothing in this Notice,
the Option Agreement, or the Plan changes the nature of that relationship. Optionee acknowledges that the vesting of the Option pursuant
to this Notice is subject to Optionee’s continuing Service. Optionee agrees and acknowledges that the Vesting Schedule may change
prospectively in the event that Optionee’s Service status changes between full- and part-time and/or in the event the Optionee is
on a leave of absence, in accordance with Company policies relating to work schedules and vesting of Awards or as determined by the Committee.



 


		2)	This grant is made under and governed by the Plan, the Agreement, and this Notice, and this Notice is
subject to the terms and conditions of the Agreement and the Plan, both of which are incorporated herein by reference. Optionee has read
the Notice, the Option Agreement and, the Plan.



 


		3)	Optionee has read the Company’s Insider Trading Policy, and agrees to comply with such policy, as it may be amended from time
to time, whenever Optionee acquires or disposes of the Company’s securities.



 


		4)	By accepting the Option, Optionee consents to electronic delivery and participation as set forth in the
Option Agreement.



 


	OPTIONEE	 	ELEVATION ONCOLOGY, INC.
	 	 	 
	Signature:	               	 	By:	                                               
	 	 	 	 	 
	Print Name:	 	 	Its:	 





 








    


     


    

 


ELEVATION ONCOLOGY, INC.


2021
Equity Incentive Plan


STOCK OPTION AGREEMENT


 


Unless otherwise defined in this Stock Option Agreement
(this “Option Agreement”), any capitalized terms used herein will have the same meaning ascribed to them in
the Elevation Oncology, Inc. 2021 Equity Incentive Plan (the “Plan”).


 


Optionee has been granted an option to purchase
Shares (the “Option”) of Elevation Oncology, Inc. (the “Company”), subject to
the terms, restrictions, and conditions of the Plan, the Notice of Stock Option Grant (the “Notice”), and this
Option Agreement. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of the Notice or
this Option Agreement, the terms and conditions of the Plan will prevail.


 


1.            Vesting.
Subject to the applicable provisions of the Plan and this Option Agreement, the Option may be exercised, in whole or in part, in accordance
with the Vesting Schedule set forth in the Notice. Optionee acknowledges and agrees that the Vesting Schedule may change prospectively
in the event Optionee’s Service status changes between full and part-time and/or in the event Optionee is on a leave of absence,
in accordance with Company policies relating to work schedules and vesting of Awards or as determined by the Committee. Optionee acknowledges
that the vesting of the Option pursuant to this Notice and Agreement is subject to Optionee’s continuing Service.


 


2.            Grant
of Option. Optionee has been granted an Option for the number of Shares set forth in the Notice at the exercise price per Share
in U.S. Dollars set forth in the Notice (the “Exercise Price”). If designated in the Notice as an Incentive
Stock Option (“ISO”), the Option is intended to qualify as an Incentive Stock Option under Section 422
of the Code. However, if the Option is intended to be an ISO, to the extent that it exceeds the U.S. $100,000 rule of Code Section 422(d) it
will be treated as a Nonqualified Stock Option (“NSO”).


 


3.            Termination
Period.


 


3.1.            General
Rule. If Optionee’s Service terminates for any reason except death or Disability, and other than for Cause, then the Option
will expire at the close of business at Company headquarters on the date three (3) months after Optionee’s Termination Date
(as defined below) (with any exercise beyond three (3) months after the date Optionee’s employment terminates deemed to be
the exercise of an NSO). The Company determines when Optionee’s Service terminates for all purposes under this Option Agreement.


 


3.2.            Death;
Disability. If Optionee dies before Optionee’s Service terminates (or Optionee dies within three (3) months of Optionee’s
termination of Service other than for Cause), then the Option will expire at the close of business at Company headquarters on the date
twelve (12) months after the date of death (subject to the expiration details in Section 7). If Optionee’s Service terminates
because of Optionee’s Disability, then the Option will expire at the close of business at Company headquarters on the date twelve
(12) months after Optionee’s Termination Date (subject to the expiration details in Section 7).


 


3.3.            Cause.
Unless otherwise determined by the Committee, the Option (whether or not vested) will terminate immediately upon the Optionee’s
cessation of Services if the Company reasonably determines in good faith that such cessation of Services has resulted in connection with
an act or failure to act constituting Cause (or the Optionee’s Services could have been terminated for Cause (without regard to
the lapsing of any required notice or cure periods in connection therewith) at the time the Optionee terminated Services).


 






    24


     


    

 


3.4.            No
Notification of Exercise Periods. Optionee is responsible for keeping track of these exercise periods following Optionee’s termination
of Service for any reason. The Company will not provide further notice of such periods. In no event will the Option be exercised later
than the Expiration Date set forth in the Notice.


 


3.5.            Termination.
For purposes of this Option, Optionee’s Service will be considered terminated as of the date Optionee is no longer providing Service
to the Company, its Parent or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not
later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s
employment agreement, if any) (the “Termination Date”). The Committee will have the exclusive discretion to
determine when Optionee is no longer actively providing services for purposes of Optionee’s Option (including whether Optionee may
still be considered to be providing services while on an approved leave of absence). Unless otherwise provided in this Option Agreement
or determined by the Company, Optionee’s right to vest in this Option under the Plan, if any, will terminate as of the Termination
Date and will not be extended by any notice period (e.g., Optionee’s period of Service would not include any contractual
notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Optionee
is employed or the terms of Optionee’s employment agreement, if any). Following the Termination Date, Optionee may exercise the
Option only as set forth in the Notice and this Section, provided that the period (if any) during which Optionee may exercise the Option
after the Termination Date, if any, will commence on the date Optionee ceases to provide services and will not be extended by any notice
period mandated under employment laws in the jurisdiction where Optionee is employed or terms of Optionee’s employment agreement,
if any. If Optionee does not exercise this Option within the termination period set forth in the Notice or the termination periods set
forth above, the Option will terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of the Option
as set forth in the Notice.


 


4.            Exercise
of Option.


 


4.1.            Right
to Exercise. The Option is exercisable during its term in accordance with the Vesting Schedule set forth in the Notice and the applicable
provisions of the Plan and this Option Agreement. In the event of Optionee’s death, Disability, termination for Cause, or other
cessation of Service, the exercisability of the Option is governed by the applicable provisions of the Plan, the Notice, and this Option
Agreement. The Option may not be exercised for a fraction of a Share.


 


4.2.            Method
of Exercise. The Option is exercisable by delivery of an exercise notice in a form specified by the Company (the “Exercise
Notice”), which will state the election to exercise the Option, the number of Shares in respect of which the Option is being
exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the
Company pursuant to the provisions of the Plan. The Exercise Notice will be delivered in person, by mail, via electronic mail or facsimile
or by other authorized method to the Secretary of the Company or other person designated by the Company. The Exercise Notice will be accompanied
by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable Tax-Related Items (as defined in Section 8
below). The Option will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such
aggregate Exercise Price and payment of any applicable Tax-Related Items. No Shares will be issued pursuant to the exercise of the Option
unless such issuance and exercise complies with all relevant provisions of law and the requirements of any stock exchange or quotation
service upon which the Shares are then listed. Assuming such compliance, for United States income tax purposes the Exercised Shares will
be considered transferred to Optionee on the date the Option is exercised with respect to such Exercised Shares.


 


4.3.            Exercise
by Another. If another person wants to exercise the Option after it has been transferred to him or her in compliance with this Option
Agreement, that person must prove to the Company’s satisfaction that he or she is entitled to exercise the Option. That person must
also complete the proper Exercise Notice form (as described above) and pay the Exercise Price (as described below) and any applicable
Tax-Related Items (as described below).


 






    25


     


    

 


5.            Method
of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election
of Optionee:


 


5.1.            Optionee’s
personal check (or readily available funds), wire transfer, or a cashier’s check;


 


5.2.            certificates
for shares of Company stock that Optionee owns, along with any forms needed to effect a transfer of those shares to the Company; the value
of the shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price. Instead of surrendering
shares of Company stock, Optionee may attest to the ownership of those shares on a form provided by the Company and have the same number
of shares subtracted from the Option shares issued to Optionee. However, Optionee may not surrender, or attest to the ownership of, shares
of Company stock in payment of the Exercise Price of Optionee’s Option if Optionee’s action would cause the Company to recognize
compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes;


 


5.3.            cashless
exercise through irrevocable directions to a securities broker approved by the Company to sell all or part of the Shares covered by the
Option and to deliver to the Company from the sale proceeds an amount sufficient to pay the Exercise Price and any applicable Tax-Related
Items. The balance of the sale proceeds, if any, will be delivered to Optionee. The directions must be given by signing a special notice
of exercise form provided by the Company; or


 


5.4.            any
other method authorized by the Company; provided, however, that the Company may restrict the available methods of payment to
facilitate compliance with applicable law or administration of the Plan.


 


6.            Non-Transferability
of Option. In general, except as provided below, only Optionee may exercise this Option prior to Optionee’s death. Optionee
may not transfer or assign this Option, except as provided below. For instance, Optionee may not sell this Option or use it as security
for a loan. If Optionee attempts to do any of these things, this Option will immediately become invalid. However, if Optionee is a U.S.
taxpayer, Optionee may dispose of this Option in Optionee’s will. If Optionee is a U.S. taxpayer and this Option is designated as
a NSO in the Notice of Grant, then the Committee may, in its sole discretion, allow Optionee to transfer this Option as a gift to one
or more family members. For purposes of this Agreement, “family member” means a child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in- law, father-in-law, son-in-law, daughter-in-law, brother-in-law
or sister-in-law (including adoptive relationships), any individual sharing Optionee’s household (other than a tenant or employee),
a trust in which one or more of these individuals have more than 50% of the beneficial interest, a foundation in which Optionee or one
or more of these persons control the management of assets, and any entity in which Optionee or one or more of these persons own more than
50% of the voting interest. In addition, if Optionee is a U.S. taxpayer and this Option is designated as a NSO in the Notice of Grant,
then the Committee may, in its sole discretion, allow Optionee to transfer this Option to Optionee’s spouse or former spouse pursuant
to a domestic relations order in settlement of marital property rights. The Committee will allow Optionee to transfer this Option only
if both Optionee and the transferee(s) execute the forms prescribed by the Committee, which include the consent of the transferee(s) to
be bound by this Agreement. This Option may not be transferred in any manner other than by will or by the laws of descent or distribution
or court order and may be exercised during Optionee’s lifetime only by Optionee, Optionee’s guardian, or legal representative,
as permitted in the Plan and applicable local laws. The terms of the Plan and this Agreement shall be binding upon the executors, administrators,
heirs, successors and assigns of Optionee.


 






    26


     


    

 


7.            Term
of Option. The Option will in any event expire on the expiration date set forth in the Notice, which date is no more than ten
(10) years after the Date of Grant (five (5) years after the Date of Grant if this option is designated as an ISO in the Notice
of Stock Option Grant and Section 5.3 of the Plan applies).


 


8.            Taxes.


 


8.1.            Responsibility
for Taxes. Optionee acknowledges that, regardless of any action taken by the Company or, if different, a Parent, Subsidiary, or Affiliate
employing or retaining Optionee (the “Employer”), the ultimate liability for all income tax, social insurance,
payroll tax, fringe benefits tax, payment on account, or other tax related items related to Optionee’s participation in the Plan
and legally applicable to Optionee (“Tax-Related Items”) is and remains Optionee’s responsibility and
may exceed the amount actually withheld by the Company or the Employer, if any. Optionee further acknowledges that the Company and/or
the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any
aspect of this Option, including, but not limited to, the grant, vesting, or exercise of this Option; the subsequent sale of Shares acquired
pursuant to such exercise; and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the
terms of the grant or any aspect of this Option to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any
particular tax result. Further, if Optionee is subject to Tax-Related Items in more than one jurisdiction, Optionee acknowledges that
the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more
than one jurisdiction. OPTIONEE SHOULD CONSULT A TAX ADVISER APPROPRIATELY QUALIFIED IN THE COUNTRY OR COUNTRIES IN WHICH OPTIONEE
RESIDES OR IS SUBJECT TO TAXATION.


 


8.2.            Withholding.
Prior to any relevant taxable or tax withholding event, as applicable, Optionee agrees to make arrangements satisfactory to the Company
and/or the Employer to satisfy all Tax-Related Items. In this regard, Optionee authorizes the Company and/or the Employer, or their respective
agents, at their discretion, to satisfy any withholding obligations for Tax-Related Items by one or a combination of the following, all
under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1
Trading Plan Policy, if applicable:


 


(a)            withholding
from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer; or


 


(b)            withholding
from proceeds of the sale of Shares acquired at exercise of this Option either through a voluntary sale or through a mandatory sale arranged
by the Company (on Optionee’s behalf pursuant to this authorization and without further consent);


 


(c)            withholding
Shares to be issued upon exercise of the Option, provided the Company only withholds the number of Shares necessary to satisfy no more
than applicable statutory withholding amounts;


 


(d)            Optionee’s
payment of a cash amount (including by check representing readily available funds or a wire transfer); or


 


(e)            any
other arrangement approved by the Committee and permitted under applicable law;


 


provided, however, that if Optionee is a Section 16
officer of the Company under the Exchange Act, then the method of withholding shall be a mandatory sale (unless the Committee as constituted
in accordance with Rule 16b-3 of the Exchange Act shall establish an alternate method from alternatives (i) – (v) above
prior to the Tax-Related Items withholding event).


 






    


     


    

 


Depending on the withholding method, the Company
may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates,
including up to the maximum permissible statutory rate for Optionee’s tax jurisdiction(s) in which case Optionee will have
no entitlement to the equivalent amount in Shares and will receive a refund of any over-withheld amount in cash in accordance with applicable
law. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Optionee is deemed to have been
issued the full number of Exercised Shares; notwithstanding that a number of the Shares are held back solely for the purpose of satisfying
the withholding obligation for Tax-Related Items.


 


Finally, Optionee agrees to pay to the Company
and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as
a result of Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse
to issue or deliver the Shares or the proceeds of the sale of Shares, if Optionee fails to comply with Optionee’s obligations in
connection with the Tax-Related Items.


 


8.3.            Notice
of Disqualifying Disposition of ISO Shares. If Optionee is subject to Tax-Related Items in the United States and sells or otherwise
disposes of any of the Shares acquired pursuant to an ISO on or before the later of (i) two (2) years after the grant date,
or (ii) one (1) year after the exercise date, Optionee will immediately notify the Company in writing of such disposition. Optionee
agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized from such early disposition
of ISO Shares by payment in cash or out any wages or other cash compensation paid to Optionee by the Company and/or the Employer.


 


9.            Nature
of Grant. By accepting the Option, Optionee acknowledges, understands and agrees that:


 


9.1.            the
Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended, suspended or terminated
by the Company at any time, to the extent permitted by the Plan;


 


9.2.            the
grant of the Option is exceptional, voluntary, and occasional, and does not create any contractual or other right to receive future grants
of options, or benefits in lieu of options, even if options have been granted in the past;


 


9.3.            all
decisions with respect to future options or other grants, if any, will be at the sole discretion of the Company;


 


9.4.            Optionee
is voluntarily participating in the Plan;


 


9.5.            the
Option and Optionee’s participation in the Plan will not create a right to employment or be interpreted as forming or amending an
employment or service contract with the Company or the Employer, and will not interfere with the ability of the Company or the Employer,
as applicable, to terminate Optionee’s employment or service relationship (if any);


 


9.6.            the
Option and the Shares subject to the Option, and the income and value of same, are not intended to replace any pension rights or compensation;


 


9.7.            the
Option and the Shares subject to the Option, and the income and value of same, are not part of normal or expected compensation for any
purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments,
bonuses, long-service awards, pension or retirement, or welfare benefits or similar payments;


 


9.8.            unless
otherwise agreed with the Company, the Option, and the Shares subject to the Option, and the income and value of same, are not granted
as consideration for, or in connection with, the service Optionee may provide as a director of a Parent, Subsidiary, or Affiliate;


 






    


     


    





 


9.9.          the
future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; if the underlying
Shares do not increase in value, the Option will have no value; if Optionee exercises the Option and acquires Shares, the value of such
Shares may increase or decrease, even below the Exercise Price;


 


9.10.       no
claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Optionee’s termination of
Service (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in
the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any), and in consideration of the
grant of the Option to which Optionee is otherwise not entitled, Optionee irrevocably agrees never to institute any claim against the
Employer, the Company, and any Parent, Subsidiary, or Affiliate; waives his or her ability, if any, to bring any such claim; and releases
the Employer, the Company, and any Parent, Subsidiary, or Affiliate from any such claim; if, notwithstanding the foregoing, any such claim
is allowed by a court of competent jurisdiction, then, by participating in the Plan, Optionee will be deemed irrevocably to have agreed
not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;


 


9.11.       unless
otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do
not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged,
cashed out or substituted for, in connection with any Corporate Transaction affecting the Shares; and


 


9.12.       neither
the Employer, the Company, or any Parent, Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between Optionee’s
local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Optionee pursuant to the
exercise of the Option or the subsequent sale of any Shares acquired upon exercise.


 


9.13.       the
following provisions apply only if Optionee is providing services outside the United States:


 


(a)      the
Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; and


 


(b)      Optionee
acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary or Affiliate will be liable for any foreign
exchange rate fluctuation between Optionee’s local currency and the United States Dollar that may affect the value of the Option
or of any amounts due to Optionee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercised


 


10.          No
Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares. Optionee acknowledges,
understands, and agrees that he or she should consult with his or her own personal tax, legal, and financial advisors regarding his or
her participation in the Plan before taking any action related to the Plan.


 


11.          Language.
If Optionee has received this Option Agreement, or any other document related to the Option and/or the Plan translated into a language
other than English and if the meaning of the translated version is different than the English version, the English version will control.


 


12.          Imposition
of Other Requirements. The Company reserves the right to impose other requirements on Optionee’s participation in the Plan,
on the Option, and on any Shares purchased upon exercise of the Option, to the extent the Company determines it is necessary or advisable
for legal or administrative reasons, and to require Optionee to sign any additional agreements or undertakings that may be necessary to
accomplish the foregoing.


 






    


     


    

 


13.          Acknowledgement.
The Company and Optionee agree that the Option is granted under and governed by the Notice, this Option Agreement and the Plan (incorporated
herein by reference). Optionee: (a) acknowledges receipt of a copy of the Plan and the Plan prospectus, (b) represents that
Optionee has carefully read and is familiar with their provisions, and (c) hereby accepts the Option subject to all of the terms
and conditions set forth herein and those set forth in the Plan and the Notice.


 


14.           Entire
Agreement; Enforcement of Rights. This Option Agreement, the Plan, and the Notice constitute the entire agreement and understanding
of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments,
or negotiations concerning the purchase of the Shares hereunder are superseded. No adverse modification of, or adverse amendment to, this
Option Agreement, nor any waiver of any rights under this Option Agreement, will be effective unless in writing and signed by the parties
to this Option Agreement (which writing and signing may be electronic). The failure by either party to enforce any rights under this Option
Agreement will not be construed as a waiver of any rights of such party.


 


15.          Compliance
with Laws and Regulations. The issuance of Shares and the sale of Shares will be subject to and conditioned upon compliance by
the Company and Optionee with all applicable state, federal, local and foreign laws and regulations and with all applicable requirements
of any stock exchange or automated quotation system on which the Company’s Shares may be listed or quoted at the time of such issuance
or transfer. Optionee understands that the Company is under no obligation to register or qualify the Common Stock with any state, federal,
or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares.
Further, Optionee agrees that the Company will have unilateral authority to amend the Plan and this Option Agreement without Optionee’s
consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares. Finally, the Shares issued
pursuant to this Option Agreement will be endorsed with appropriate legends, if any, determined by the Company.


 


16.          Severability.
If one or more provisions of this Option Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (a) such provision will be excluded from this Option Agreement, (b) the balance of this Option Agreement will be interpreted
as if such provision were so excluded and (c) the balance of this Option Agreement will be enforceable in accordance with its terms.


 


17.          Governing
Law and Venue. This Option Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto will be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to such
state’s conflict of laws rules.


 


Any and all disputes relating to, concerning or
arising from this Option Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the
Plan or this Option Agreement, will be brought and heard exclusively in the United States District Courts for the State of New York
or the state courts in New York City, New York. Each of the parties hereby represents and agrees that such party is subject to the
personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings
related to, concerning, or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party
may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning, or arising from
such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.


 


18.          No
Rights as Employee, Director or Consultant. Nothing in this Option Agreement will affect in any manner whatsoever any right or
power of the Employer or the Company to terminate Optionee’s Service, for any reason, with or without Cause.


 






    


     


    

 


19.          Lock-Up
Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or
the underwriters managing any underwritten offering of the Company’s securities, Optionee hereby agrees not to sell, make any short
sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired
(other than those included in the registration), except pursuant to a transfer for no consideration in accordance with Section 6
above, without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed
one hundred eighty (180) days) from the effective date of such registration as may be requested by the Company or such managing underwriters
and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering; provided
however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news
or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it
will release earnings results during the sixteen (16)-day period beginning on the last day of the restricted period, then, upon the request
of the managing underwriter, to the extent required by any Financial Industry Regulatory Authority rules, the restrictions imposed by
this Section shall continue to apply until the end of the third trading day following the expiration of the fifteen (15)-day period
beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted
period extend beyond two hundred sixteen (216) days after the effective date of the registration statement.


 


20.          Consent
to Electronic Delivery of All Plan Documents and Disclosures. By Optionee’s acceptance of the Notice (whether in writing
or electronically), Optionee and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan,
the Notice, and this Option Agreement. Optionee has reviewed the Plan, the Notice, and this Option Agreement in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing the Notice and Agreement, and fully understands all provisions of the
Plan, the Notice, and this Option Agreement. Optionee hereby agrees to accept as binding, conclusive, and final all decisions or interpretations
of the Committee upon any questions relating to the Plan, the Notice, and this Option Agreement. Optionee further agrees to notify the
Company upon any change in Optionee’s residence address. By acceptance of the Option, Optionee agrees to participate in the Plan
through an on-line or electronic system established and maintained by the Company or a third party designated by the Company and consents
to the electronic delivery of the Notice, this Option Agreement, the Plan, account statements, Plan prospectuses required by the U.S.
Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver
to its security holders (including, without limitation, annual reports and proxy statements), or other communications or information related
to the Option and current or future participation in the Plan. Electronic delivery may include the delivery of a link to the Company intranet
or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail, or such other delivery
determined at the Company’s discretion. Optionee acknowledges that Optionee may receive from the Company a paper copy of any documents
delivered electronically at no cost if Optionee contacts the Company by telephone, through a postal service, or electronic mail to Stock
Administration. Optionee further acknowledges that Optionee will be provided with a paper copy of any documents delivered electronically
if electronic delivery fails; similarly, Optionee understands that Optionee must provide on request to the Company or any designated third
party a paper copy of any documents delivered electronically if electronic delivery fails. Also, Optionee understands that Optionee’s
consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if Optionee has
provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service,
or electronic mail to Stock Administration. Finally, Optionee understands that Optionee is not required to consent to electronic delivery
if local laws prohibit such consent.


 






    


     


    

 


21.          Insider
Trading Restrictions/Market Abuse Laws. Optionee acknowledges that, depending on Optionee’s country, Optionee may be subject
to insider trading restrictions and/or market abuse laws, which may affect Optionee’s ability to acquire or sell the Shares or rights
to Shares under the Plan during such times as Optionee is considered to have “inside information” regarding the Company (as
defined by the laws in Optionee’s country). Any restrictions under these laws or regulations are separate from and in addition to
any restrictions that may be imposed under any applicable Company insider trading policy. Optionee acknowledges that it is Optionee’s
responsibility to comply with any applicable restrictions and understands that Optionee should consult his or her personal legal advisor
on such matters. In addition, Optionee acknowledges that he or she has read the Company’s Insider Trading Policy, and agrees to
comply with such policy, as it may be amended from time to time, whenever Optionee acquires or disposes of the Company’s securities.


 


22.          Award
Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the Option will be subject to clawback
or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Optionee’s
employment or other Service that is applicable to Optionee. In addition to any other remedies available under such policy and applicable
law, the Company may require the cancellation of Optionee’s Option (whether vested or unvested) and the recoupment of any gains
realized with respect to Optionee’s Option.


 


BY ACCEPTING THIS OPTION, OPTIONEE AGREES TO
ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


 






    


     


    

 


ELEVATION ONCOLOGY, INC.


2021 Equity
Incentive Plan


NOTICE OF RESTRICTED STOCK UNIT AWARD


 


You (the “Participant”)
have been granted an award of Restricted Stock Units (“RSUs”) under the Elevation Oncology, Inc. (the
 “Company”) 2021 Equity Incentive Plan (the “Plan”), subject to the terms and conditions
of the Plan, this Notice of Restricted Stock Unit Award (the “Notice”) and the attached Restricted Stock Unit
Award Agreement (the “Agreement”).


 


Unless otherwise defined herein, the terms defined
in the Plan will have the same meanings in this Notice and the electronic representation of this Notice established and maintained by
the Company or a third party designated by the Company.


 


		Name:	



 


		Address:	



 


Grant
Number:


 


Number of RSUs:


 


Date of Grant:


 


Vesting Commencement Date:


 


	 	Expiration Date:	The earlier to occur of: (a) the date on which settlement of all RSUs granted hereunder occurs, and (b) the tenth anniversary of the Date of Grant. This RSU expires earlier if Participant’s Service terminates earlier, as described in the Agreement.



 


	 	Vesting Schedule:	Subject to the limitations set forth in this Notice, the Plan, and the Agreement, the RSUs will vest in accordance with the following schedule: [insert applicable vesting schedule, which may include performance metrics]



 


By accepting (whether in writing, electronically
or otherwise) the RSUs, Participant acknowledges and agrees to the following:


 


		1)	Participant understands that Participant’s Service is for an unspecified duration, can be terminated
at any time (i.e., is “at-will”), except where otherwise prohibited by applicable law, and that nothing in this Notice,
the Agreement, or the Plan changes the nature of that relationship. Participant acknowledges that the vesting of the RSUs pursuant to
this Notice is subject to Participant’s continuing Service. To the extent permitted by applicable law, Participant agrees and acknowledges
that the Vesting Schedule may change prospectively in the event that Participant’s Service status changes between full- and part-time
and/or in the event the Participant is on a leave of absence, in accordance with Company policies relating to work schedules and vesting
of Awards or as determined by the Committee.



 


		2)	This grant is made under and governed by the Plan, the Agreement, and this Notice, and this Notice is
subject to the terms and conditions of the Agreement and the Plan, both of which are incorporated herein by reference. Participant has
read the Notice, the Agreement, and the Plan.



 


		3)	Participant has read the Company’s Insider Trading Policy, and agrees to comply with such policy,
as it may be amended from time to time, whenever Participant acquires or disposes of the Company’s securities.



 


		4)	By accepting the RSUs, Participant consents to electronic delivery and participation as set forth in the
Agreement.



 






    


     


    

 


	PARTICIPANT	 	ELEVATION ONCOLOGY, INC.
	 	 	 
	Signature:	    	 	By:	                 
	 	 	 
	Print Name:	 	 	Its:	 


 






    


     


    

 


ELEVATION ONCOLOGY, INC.


2021
Equity Incentive Plan


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


Unless otherwise defined in
this Restricted Stock Unit Award Agreement (this “Agreement”), any capitalized terms used herein will have the
same meaning ascribed to them in the Elevation Oncology, Inc. 2021 Equity Incentive Plan (the “Plan”).


 


Participant has been granted
Restricted Stock Units (“RSUs”) subject to the terms, restrictions, and conditions of the Plan, the Notice of
Restricted Stock Unit Award (the “Notice”), and this Agreement. In the event of a conflict between the terms
and conditions of the Plan and the terms and conditions of the Notice or this Agreement, the terms and conditions of the Plan will prevail.


 


1.            Settlement.
Settlement of RSUs shall be made in the same calendar year as the applicable date of vesting under the vesting schedule set forth in the
Notice; provided, however, that if a vesting date under the vesting schedule set forth in the Notice occurs in December, then settlement
of any RSUs that vest in December shall be made within 30 days of vesting. Settlement of RSUs shall be in Shares. Settlement means
the delivery to Participant of the Shares vested under the RSUs. No fractional RSUs or rights for fractional Shares will be created pursuant
to this Agreement.


 


2.            No
Stockholder Rights. Unless and until such time as Shares are issued in settlement of vested RSUs, Participant will have no ownership
of the Shares allocated to the RSUs and will have no rights to dividends or to vote such Shares.


 


3.            Dividend
Equivalents. Dividend equivalents, if any (whether in cash or Shares), will not be credited to Participant, except as permitted
by the Committee.


 


4.            Non-Transferability
of RSUs. The RSUs and any interest therein will not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed
of in any manner other than by will or by the laws of descent or distribution or court order or unless otherwise permitted by the Committee
on a case-by-case basis.


 


5.            Termination;
Leave of Absence; Change in Status. If Participant’s Service terminates for any reason, all unvested RSUs will be forfeited
to the Company immediately, and all rights of Participant to such RSUs automatically terminate without payment of any consideration to
Participant. Participant’s Service will be considered terminated as of the date Participant is no longer providing services (regardless
of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where
Participant is employed or the terms of Participant’s employment agreement, if any) and will not, subject to the laws applicable
to Participant’s Award, be extended by any notice period mandated under local laws (e.g., Service would not include a period of
 “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms
of Participant’s employment agreement, if any). Participant acknowledges and agrees that the Vesting Schedule may change prospectively
in the event Participant’s service status changes between full- and part-time status and/or in the event Participant is on an approved
leave of absence in accordance the Company’s policies relating to work schedules and vesting of awards or as determined by the Committee.
Participant acknowledges that the vesting of the Shares pursuant to this Notice and Agreement is subject to Participant’s continued
Service. In case of any dispute as to whether termination of Service has occurred, the Committee will have sole discretion to determine
whether such termination of Service has occurred and the effective date of such termination (including whether Participant may still be
considered to be providing services while on an approved leave of absence).


 






    


     


    

 


6.            Taxes.


 


(a)            Responsibility
for Taxes. To the extent permitted by applicable law, Participant acknowledges that, regardless of any action taken by the Company
or, if different, a Parent, Subsidiary or Affiliate employing or retaining Participant (the “Employer”), the
ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items
related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”)
is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any.
Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment
of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of
the RSUs and the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends, and (ii) do not
commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate Participant’s
liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more
than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required
to withhold or account for Tax-Related Items in more than one jurisdiction. PARTICIPANT SHOULD CONSULT A TAX ADVISER APPROPRIATELY
QUALIFIED IN THE COUNTRY OR COUNTRIES IN WHICH PARTICIPANT RESIDES OR IS SUBJECT TO TAXATION.


 


(b)           Withholding.
Prior to any relevant taxable or tax withholding event, to the extent permitted by applicable law and as applicable, Participant agrees
to make arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes
the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for Tax-Related
Items by one or a combination of the following:


 


		(i)	withholding from Participant’s wages or other cash compensation paid to Participant by the Company
and/or the Employer; or



 


		(ii)	withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs either through a
voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization and without
further consent);



 


		(iii)	withholding Shares to be issued upon settlement of the RSUs, provided the Company only withholds the number
of Shares necessary to satisfy no more than the maximum applicable statutory withholding amounts;



 


		(iv)	Participant’s payment of a cash amount (including by check representing readily available funds
or a wire transfer); or



 


		(v)	any other arrangement approved by the Committee and permitted under applicable law;



 


all
under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1
Trading Plan Policy, if applicable; provided however, that if Participant is a Section 16 officer of the Company under the
Exchange Act, then the method of withholding shall be a mandatory sale (unless the Committee (as constituted in accordance with Rule 16b-3
under the Exchange Act) shall establish an alternate method prior to the taxable or withholding event).


 


Depending on the withholding
method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable
withholding rates, including up to the maximum permissible statutory rate for Participant’s tax jurisdiction(s) in which case
Participant will have no entitlement to the equivalent amount in Shares and will receive a refund of any over-withheld amount in cash
in accordance with applicable law. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant
is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held
back solely for the purpose of satisfying the withholding obligation for Tax-Related Items.


 






    


     


    

 


Finally, Participant agrees
to pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold
or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described.
The Company has no obligation to deliver Shares or proceeds from the sale of Shares to Participant until Participant has satisfied the
obligations in connection with the Tax-Related Items as described in this Section.


 


7.            Nature
of Grant. By accepting the RSUs, Participant acknowledges, understands and agrees that:


 


(a)           the
Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated
by the Company at any time, to the extent permitted by the Plan;


 


(b)           the
grant of the RSUs is exceptional, voluntary, and occasional, and does not create any contractual or other right to receive future grants
of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;


 


(c)            all
decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;


 


(d)           Participant
is voluntarily participating in the Plan;


 


(e)           the
RSUs and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or amending
an employment or service contract with the Company or the Employer and will not interfere with the ability of the Company or the Employer,
as applicable, to terminate Participant’s employment or service relationship (if any);


 


(f)            the
RSUs and the Shares subject to the RSUs, and the income and value of same, are not intended to replace any pension rights or compensation;


 


(g)           the
RSUs and the Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for any purpose,
including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses,
long-service awards, pension or retirement, or welfare benefits or similar payments;


 


(h)           unless
otherwise agreed with the Company, the RSUs, and the Shares subject to the RSUs, and the income and value of same, are not granted as
consideration for, or in connection with, the service Participant may provide as a director of a Parent, Subsidiary, or Affiliate;


 


(i)            the
future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;


 


(j)            no
claim or entitlement to compensation or damages will arise from forfeiture of the RSUs resulting from Participant’s termination
of Service (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws
in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration
of the grant of the RSUs to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against
the Employer, the Company, and any Parent, Subsidiary or Affiliate; waives his or her ability, if any, to bring any such claim; and releases
the Employer, the Company, and any Parent, Subsidiary, or Affiliate from any such claim; if, notwithstanding the foregoing, any such claim
is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed
not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;


 






    


     


    

 


(k)           unless
otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create
any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or
substituted for, in connection with any Corporate Transaction affecting the Shares; and


 


(l)            the
following provisions apply only if Participant is providing services outside the United States:


 


 (i)             the RSUs and the Shares subject to the RSUs are not part of normal or expected compensation or salary for any purpose;




 


(ii)            Participant
acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary or Affiliate will be liable for any foreign
exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the RSUs
or of any amounts due to Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.


 


8.            No
Advice Regarding Grant. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations
regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant
acknowledges, understands and agrees he or she should consult with his or her own personal tax, legal, and financial advisors regarding
his or her participation in the Plan before taking any action related to the Plan.


 


9.            Language.
If Participant has received this Agreement or any other document related to the RSU and/or the Plan translated into a language other than
English and if the meaning of the translated version is different than the English version, the English version will control.


 


10.            Imposition
of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the
Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal
or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish
the foregoing.


 


11.            Acknowledgement.
The Company and Participant agree that the RSUs are granted under and governed by the Notice, this Agreement, and the Plan (incorporated
herein by reference). Participant: (a) acknowledges receipt of a copy of the Plan and the Plan prospectus, (b) represents that
Participant has carefully read and is familiar with their provisions, and (c) hereby accepts the RSUs subject to all of the terms
and conditions set forth herein and those set forth in the Plan and the Notice.


 


12.            Entire
Agreement; Enforcement of Rights. This Agreement, the Plan, and the Notice constitute the entire agreement and understanding of
the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments,
or negotiations concerning the purchase of the Shares hereunder are superseded. No adverse modification of or adverse amendment to this
Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the parties to this Agreement
(which writing and signing may be electronic). The failure by either party to enforce any rights under this Agreement will not be construed
as a waiver of any rights of such party.


 



    


     


    





 


13.            Compliance with Laws and Regulations.
The issuance of Shares and the sale of Shares will be subject to and conditioned upon compliance by the Company and Participant with all
applicable state, federal, local and foreign laws and regulations and with all applicable requirements of any stock exchange or automated
quotation system on which the Company’s Shares may be listed or quoted at the time of such issuance or transfer. Participant understands
that the Company is under no obligation to register or qualify the Common Stock with any state, federal, or foreign securities commission
or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, Participant agrees that
the Company will have unilateral authority to amend the Plan and this RSU Agreement without Participant’s consent to the extent
necessary to comply with securities or other laws applicable to issuance of Shares. Finally, the Shares issued pursuant to this RSU Agreement
will be endorsed with appropriate legends, if any, determined by the Company.


 


14.            Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision
in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such
provision will be excluded from this Agreement, (b) the balance of this Agreement will be interpreted as if such provision were so
excluded and (c) the balance of this Agreement will be enforceable in accordance with its terms.


 


15.            Governing
Law and Venue. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto
will be governed, construed, and interpreted in accordance with the laws of the State of Delaware, without giving effect to such state’s
conflict of laws rules.


 


Any and all disputes relating
to, concerning or arising from this Option Agreement, or relating to, concerning or arising from the relationship between the parties
evidenced by the Plan or this Option Agreement, will be brought and heard exclusively in the United States District Court for the
State of New York or the state courts in New York City, New York. Each of the parties hereby represents and agrees that such party
is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or
equitable proceedings related to, concerning, or arising from such dispute, and waives, to the fullest extent permitted by law, any objection
which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning,
or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient
forum.


 


16.            No
Rights as Employee, Director or Consultant. Nothing in this Agreement shall create a right to employment or other Service or be
interpreted as forming or amending an employment, service contract or relationship with the Company and this Agreement shall not affect
in any manner whatsoever any right or power of the Company, or a Parent, Subsidiary or Affiliate, to terminate Participant’s Service,
for any reason, with or without Cause.


 


17.            Consent
to Electronic Delivery of All Plan Documents and Disclosures. By Participant’s acceptance of the Notice (whether in writing
or electronically), Participant and the Company agree that the RSUs are granted under and governed by the terms and conditions of the
Plan, the Notice, and this Agreement. Participant has reviewed the Plan, the Notice, and this Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Notice and Agreement, and fully understands all provisions of the
Plan, the Notice, and this Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations
of the Committee upon any questions relating to the Plan, the Notice, and this Agreement. Participant further agrees to notify the Company
upon any change in Participant’s residence address. By acceptance of the RSUs, Participant agrees to participate in the Plan through
an on-line or electronic system established and maintained by the Company or a third party designated by the Company and consents to the
electronic delivery of the Notice, this Agreement, the Plan, account statements, Plan prospectuses required by the U.S. Securities and
Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security
holders (including, without limitation, annual reports and proxy statements), or other communications or information related to the RSUs
and current or future participation in the Plan. Electronic delivery may include the delivery of a link to the Company intranet or the
internet site of a third party involved in administering the Plan, the delivery of the document via e-mail, or such other delivery determined
at the Company’s discretion. Participant acknowledges that Participant may receive from the Company a paper copy of any documents
delivered electronically at no cost if Participant contacts the Company by telephone, through a postal service, or electronic mail to
Stock Administration. Participant further acknowledges that Participant will be provided with a paper copy of any documents delivered
electronically if electronic delivery fails; similarly, Participant understands that Participant must provide on request to the Company
or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, Participant understands
that Participant’s consent may be revoked or changed, including any change in the electronic mail address to which documents are
delivered (if Participant has provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent
by telephone, postal service, or electronic mail to Stock Administration. Finally, Participant understands that Participant is not required
to consent to electronic delivery if local laws prohibit such consent.


 






    


    


    

 


18.            Insider
Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on Participant’s country of residence,
Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to,
directly or indirectly, acquire or sell the Shares or rights to Shares under the Plan during such times as Participant is considered to
have “inside information” regarding the Company (as defined by the laws in Participant’s country). Any restrictions
under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company
insider trading policy. Participant acknowledges that it is Participant’s responsibility to comply with any applicable restrictions
and understands that Participant should consult his or her personal legal advisor on such matters. In addition, Participant acknowledges
that he or she read the Company’s Insider Trading Policy, and agrees to comply with such policy, as it may be amended from time
to time, whenever Participant acquires or disposes of the Company’s securities.


 


19.            Code
Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating
to a “separation from service” as defined in Section 409A of the Internal Revenue Code and the regulations thereunder
(“Section 409A”). Notwithstanding anything else provided herein, to the extent any payments provided under
this RSU Agreement in connection with Participant’s termination of employment constitute deferred compensation subject to Section 409A,
and Participant is deemed at the time of such termination of employment to be a “specified employee” under Section 409A,
then such payment will not be made or commence until the earlier of (a) the expiration of the six (6) month period measured
from Participant’s separation from service to the Employer or the Company, or (b) the date of Participant’s death following
such a separation from service; provided, however, that such deferral will only be effected to the extent required to avoid adverse tax
treatment to Participant including, without limitation, the additional tax for which Participant would otherwise be liable under Section 409A(a)(1)(B) in
the absence of such a deferral. To the extent any payment under this RSU Agreement may be classified as a “short-term deferral”
within the meaning of Section 409A, such payment will be deemed a short-term deferral, even if it may also qualify for an exemption
from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate
payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.


 


20.            Lock-Up
Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or
the underwriters managing any underwritten offering of the Company’s securities, Participant hereby agrees not to sell, make any
short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however and whenever
acquired (other than those included in the registration), except pursuant to a transfer for no consideration in accordance with Section 4
above, without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed
one hundred eighty (180) days) from the effective date of such registration as may be requested by the Company or such managing underwriters
and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering; provided
however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news
or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it
will release earnings results during the sixteen (16)-day period beginning on the last day of the restricted period, then, upon the request
of the managing underwriter, to the extent required by any Financial Industry Regulatory Authority rules, the restrictions imposed by
this Section shall continue to apply until the end of the third trading day following the expiration of the fifteen (15)-day period
beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted
period extend beyond two hundred sixteen (216) days after the effective date of the registration statement.


 






    


    


    

 


21.            Award
Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the RSUs will be subject to clawback or
recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Participant’s
employment or other Service that is applicable to Participant. In addition to any other remedies available under such policy and applicable
law, the Company may require the cancellation of Participant’s RSUs (whether vested or unvested) and the recoupment of any gains
realized with respect to Participant’s RSUs.


 


BY ACCEPTING THIS AWARD OF
RSUS, PARTICIPANT AGREES TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


 






    


    


    

 


NOTICE OF STOCK APPRECIATION RIGHT AWARD


 


ELEVATION ONCOLOGY, INC.





2021 EQUITY INCENTIVE PLAN


 


Unless otherwise defined herein, the terms defined
in the Elevation Oncology, Inc. (the “Company”) 2021 Equity Incentive Plan (the “Plan”)
shall have the same meanings in this Notice of Stock Appreciation Right Award (the “Notice of Grant”) and the
attached Stock Appreciation Right Agreement (the “SAR Agreement”).


 


You have been granted an award of Stock Appreciation
Rights (the “SAR”) of the Company under the Plan subject to the terms and conditions of the Plan, this Notice
of Grant and the SAR Agreement.


 


	Name:	 	 
	 	 	 
	 	 	 
	Address:	 	 



 


(a)            Date
of Grant:                                                                                                        


 


Vesting Commencement Date:                                                                                                           


 


Exercise Price:                                                                                                                        


 


Total Number of Shares:                                                                                                        


 


Expiration Date:                                                                                                                     


 


Vesting Schedule:


 


This Notice of Grant may be executed and delivered
electronically, whether via the Company’s intranet or the Internet site of a third party or via email or any other means of electronic
delivery specified by the Company. By accepting the SAR, you consent to the electronic delivery and acceptance as further set forth in
the SAR Agreement. You acknowledge that the vesting of the SAR pursuant to this Notice of Grant is earned only by continuing Service,
but you understand that your employment or consulting relationship with the Company or a Parent or Subsidiary is for an unspecified duration
and can be terminated at any time and that nothing in this Notice of Grant, the SAR Agreement or the Plan changes the nature of that relationship.
By accepting the SAR, you and the Company agree that the SAR is granted under and governed by the terms and conditions of the Plan, the
Notice of Grant and the SAR Agreement.


 


	PARTICIPANT:	 	ELEVATION ONCOLOGY, INC.
	 	 	 	 	 
	Signature:	   	 	By:	            
	 	 	 	 	 
	Print Name:	 	 	Its: 	 



 






    


    


    

 


STOCK APPRECIATION RIGHT AWARD AGREEMENT


 


ELEVATION ONCOLOGY, INC.





2021 EQUITY INCENTIVE PLAN


 


You have been granted an award of Stock Appreciation
Rights (the “SAR”) by Elevation Oncology, Inc. (the “Company”) under the Company’s
2021 Equity Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan, the Notice of Stock
Appreciation Right Award (the “Notice of Grant”), and this Stock Appreciation Right Agreement (the “Agreement”).


 


1.            Grant
of SAR. You have been granted a SAR for the number of Shares set forth in the Notice of Grant with the Exercise Price set forth
in the Notice of Grant. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement,
the terms and conditions of the Plan shall prevail.


 


2.            Termination
Period.


 


(a)            General
Rule. If your Service terminates for any reason except death or Disability, and other than for Cause, then this SAR will expire at
the close of business at Company headquarters on the date three months after your termination of Service (subject to the expiration detailed
in Section 5 or as provided in the Plan). In no event shall this SAR be exercised later than the Expiration Date set forth in the
Notice of Grant. If your Service is terminated for Cause, this SAR will expire upon the date of such termination. The Company determines
when your Service terminates for all purposes under this Agreement.


 


You acknowledge and agree that
the vesting schedule set forth in the Notice of Grant may change prospectively in the event that your service status changes between full
and part-time status in accordance with Company policies relating to work schedules and vesting of awards. You acknowledge that the vesting
of the SARs pursuant to this Agreement is earned only by continuing Service.


 


22.2.         (b)     Death;
Disability. If you die before your Service terminates (or you die within three months of your termination of Service other than for
Cause), then this SAR will expire at the close of business at Company headquarters on the date 12 months after the date of death (subject
to the expiration detailed in Section 5 or as provided in the Plan). If your Service terminates because of your Disability, then
this SAR will expire at the close of business at Company headquarters on the date 12 months after your termination date (subject to the
expiration detailed in Section 5 or as provided in the Plan).


 


22.3.         (c)     No
Notice. You are responsible for keeping track of these exercise periods following your termination of Service for any reason. The
Company will not provide further notice of such periods. In no event shall this SAR be exercised later than the Expiration Date set forth
in the Notice of Grant.


 


3.            Exercise
of SAR.


 


(a)            Right
to Exercise. Subject to the applicable provisions of the Plan and this Agreement, this SAR is exercisable during its term in accordance
with the Vesting Schedule set forth in the Notice of Grant and the applicable provisions of the Plan and this Agreement. In the event
of your death, Disability, or other cessation of Service, the exercisability of the SAR is governed by the applicable provisions of the
Plan, the Notice of Grant and this Agreement. This SAR may not be exercised for a fraction of a Share.


 


(b)            Method
of Exercise. This SAR is exercisable by delivery of an exercise notice in a form specified by the Company (the “Exercise
Notice”), which shall state the election to exercise the SAR, the number of Shares in respect of which the SAR is being
exercised, and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The
Exercise Notice shall be delivered in person, by mail, via electronic mail or facsimile or by other authorized method to the Secretary
of the Company or other person designated by the Company. This SAR shall be deemed to be exercised upon receipt by the Company of a fully
executed Exercise Notice and any applicable withholding of Tax-Related Items that are required to be withheld as detailed in Section 7
below.


 






    


    


    

 


(c)            No
Shares shall be issued pursuant to the exercise of this SAR unless such issuance and exercise complies with all relevant provisions of
law and the requirements of any stock exchange or quotation service upon which the Shares are then listed. Assuming such compliance, for
income tax purposes the exercised Shares shall be considered transferred to you on the date the SAR is exercised with respect to such
exercised Shares.


 


4.            Non-Transferability
of SAR. This SAR may not be transferred in any manner other than by will or by the laws of descent or distribution or court
order and may be exercised during your lifetime only by you unless otherwise permitted by the Committee on a case-by-case basis. The terms
of the Plan and this Agreement shall be binding upon your executors, administrators, heirs, successors and assigns.


 


5.            Term
of SAR. This SAR shall in any event expire on the Expiration Date set forth in the Notice of Grant, which date is ten years
after the Date of Grant. You are responsible for keeping track of the Expiration Date. The Company is not obligated to provide notice
of the Expiration Date and you should not depend on the Company providing any such notice (even if such notices have been provided in
the past or are provided in some but not all circumstances).


 


6.            Tax
Consequences. You should consult a tax adviser for tax consequences relating to this SAR in the jurisdiction in which you
are subject to tax. YOU SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS SAR OR DISPOSING OF THE SHARES. You will not be allowed to
exercise this SAR unless you make arrangements acceptable to the Company to pay Tax-Related Items that are required to be withheld as
further described in Section 7 below.


 


7.            Responsibility
for Taxes. Regardless of any action the Company or, if different, your employer (the “Employer”)
takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account and other tax-related
items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge
that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by
the Company or the Employer. You further acknowledge that the Company and the Employer (a) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect of this SAR, including the grant, vesting or exercise of
this SAR, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (b) do not commit
to and are under no obligation to structure the terms of the grant or any aspect of the SAR to reduce or eliminate your liability for
Tax-Related Items or achieve any particular tax result. You acknowledge that if you are subject to Tax-Related Items in more than one
jurisdiction, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related
Items in more than one jurisdiction.


 


Prior to any relevant taxable
or tax withholding event, as applicable, you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to
satisfy any withholding obligation the Company and/or the Employer may have for Tax-Related Items. In this regard, you authorize the Company
and/or the Employer, and their respective agents, at their discretion, to withhold all applicable Tax-Related Items from your wages or
other cash compensation paid to you by the Company and/or the Employer or by one or a combination of the following methods: (a) payment
by you to the Company or the Employer of an amount equal to the Tax-Related Items in cash, (b) having the Company withhold otherwise
deliverable cash or Shares having a value equal to the Tax-Related Items to be withheld, (c) delivering to the Company already-owned
Shares having a value equal to the Tax-Related Items to be withheld, (d) withholding from proceeds of the sale of the Shares either
through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and you hereby authorize such sale pursuant
to this authorization), or (e) any other arrangement approved by the Company and permissible under applicable law; in all cases,
under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1
Trading Plan Policy, if applicable; provided, however, that if you are a Section 16 officer of the Company under the Exchange Act,
then the method of withholding shall be a mandatory sale under (d) above (unless the Committee shall establish an alternate method
prior to the taxable or withholding event). You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company
or the Employer may be required to withhold as a result of your participation in the Plan or your issuance of Shares upon exercise of
the SARs that cannot be satisfied by the means previously described.


 






    


    


    

 


Depending
on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding
rates or other applicable withholding rates, including up to the maximum applicable rate in which case you may receive a refund of any
over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied
by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested SARs, notwithstanding
that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.


 


Finally, you acknowledge that
the Company has no obligation to deliver Shares or proceeds from the sale of Shares to you until you have satisfied the obligations in
connection with the Tax-Related Items as described in this Section.


 


8.            Acknowledgement.
The Company and you agree that the SAR is granted under and governed by the Notice of Grant, this Agreement and the provisions of the
Plan (incorporated herein by reference). You: (i) acknowledge receipt of a copy of the Plan and the Plan prospectus, (ii) represent
that you have carefully read and are familiar with their provisions and the provisions of the Notice of Grant and this Agreement, and
(iii) hereby accept the SAR subject to all of the terms and conditions set forth in this SAR Agreement and those set forth in the
Plan and the Notice of Grant. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee
upon any questions relating to the Plan, the Notice of Grant and the SAR Agreement.


 


9.            Entire
Agreement; Enforcement of Rights. This Agreement, the Plan and the Notice of Grant constitute the entire agreement and
understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements,
commitments or negotiations concerning this SAR are superseded. No modification of or amendment to this Agreement, nor any waiver of any
rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure by either party
to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.


 


10.            Compliance
with Laws and Regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and
you with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or
automated quotation system on which the Company’s common stock may be listed or quoted at the time of such issuance or transfer.
The Shares issued pursuant to this Agreement shall be endorsed with appropriate legends, if any, determined by the Company.


 


11.            Governing
Law; Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall
be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with
its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts
of law. For purposes of litigating any dispute that may arise directly or indirectly from the Plan, the Notice of Grant and this Agreement,
the parties hereby submit and consent to litigation in the exclusive jurisdiction of the State of New York and agree that any such litigation
shall be conducted only in the courts of New York in New York City, New York or the federal courts of the United States for the State
of New York and no other courts.


 






    


    


    

 


12.            No
Rights as Employee, Director or Consultant. Nothing in this Agreement shall affect in any manner whatsoever the right or
power of the Company, or a Parent, Subsidiary or Affiliate of the Company, to terminate your Service, for any reason, with or without
Cause.


 


13.            Consent
to Electronic Delivery and Acceptance of All Plan Documents and Disclosures. By your acceptance of this SAR, you consent to the
electronic delivery of the Notice of Grant, this Agreement, the Plan, account statements, Plan prospectuses required by the U.S. Securities
and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its
security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to
the SAR. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in
administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion. You
acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact the
Company by telephone, through a postal service or electronic mail at [insert email]. You
further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails;
similarly, you understand that you must provide on request to the Company or any designated third party a paper copy of any documents
delivered electronically if electronic delivery fails. You agree to participate in the Plan through an on-line or electronic system established
and maintained by the Company or a third party designated by the Company. Also, you understand that your consent may be revoked or changed,
including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address),
at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at [insert
email]. Finally, you understand that you are not required to consent to electronic delivery.


 


14.            Award
Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the SAR shall be subject to clawback or
recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or the Committee or required by law during
the term of your employment or other Service that is applicable to you. In addition to any other remedies available under such policy,
applicable law may require the cancellation of your SAR (whether vested or unvested) and the recoupment of any gains realized with respect
to your SAR.


 


BY ACCEPTING THIS SAR, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


 






    


    


    

 


NOTICE OF STOCK BONUS AWARD


 


ELEVATION ONCOLOGY, INC.


 


2021 EQUITY INCENTIVE PLAN


 


Unless otherwise defined herein, the terms defined
in the Elevation Oncology, Inc. (the “Company”) 2021 Equity Incentive Plan (the “Plan”)
shall have the same meanings in this Notice of Stock Bonus Award (the “Notice”) and the attached Stock Bonus
Award Agreement (the “Stock Bonus Agreement”).


 


You have been granted an award of Shares under
the Plan (the “Stock Bonus Award”) subject to the terms and conditions of the Plan, this Notice and the attached
Stock Bonus Agreement.


 


		Name:		 
	 	 	 	 
		Address:		 
	 	 	 	 
	 	Number of Shares:	 	 
	 	 	 	 
	 	Date of Grant:	 	 



 


	 	Fair
Market Value on Date of Grant:	 	 



 


 


This Notice may be executed and delivered electronically,
whether via the Company’s intranet or the Internet site of a third party or via email or any other means of electronic delivery
specified by the Company. By accepting the Stock Bonus Award, you consent to the electronic delivery and acceptance as further set forth
in the Stock Bonus Agreement. You understand that your employment or consulting relationship with the Company or a Parent or Subsidiary
is for an unspecified duration and can be terminated at any time, and that nothing in this Notice, the Stock Bonus Agreement or the Plan
changes the nature of that relationship. By accepting this Stock Bonus Award, you and the Company agree that this Stock Bonus Award is
granted under and governed by the terms and conditions of the Plan, the Notice and the Stock Bonus Agreement.


 


	PARTICIPANT	 	ELEVATION ONCOLOGY, INC.
	 	 	 	 	 
	Signature:	      	 	By:	    
	 	 	 	 	 
	Date:	 	 	Its: 	             



 






    


    


    

 


STOCK BONUS AWARD AGREEMENT


 


ELEVATION ONCOLOGY, INC.





2021 EQUITY INCENTIVE PLAN


 


You have been granted a Stock Bonus Award (“Stock
Bonus Award”) by Elevation Oncology, Inc. (the “Company”), subject to the terms, restrictions
and conditions of the Company’s 2021 Equity Incentive Plan (the “Plan”), the Notice of Stock Bonus Award
(the “Notice”) and this Stock Bonus Award Agreement (this “Agreement”).


 


1.            Issuance.
Your Stock Bonus Award shall be issued in Shares, and the Company’s transfer agent shall record ownership of such Shares in
your name as soon as reasonably practicable.


 


2.            No
Stockholder Rights. Unless and until you are recorded as the holder of such Shares on the stock records of the Company and its
transfer agent, you shall have no right to dividends or to vote Shares.


 


3.            Restrictions
on Resale. By signing this Agreement, you agree not to sell any Shares acquired pursuant to the Plan and this Agreement at a time
when applicable laws, regulations or Company or underwriter trading policies prohibit exercise or sale. This restriction will apply as
long as you are providing Service to the Company or a Subsidiary of the Company.


 


4.            Tax
Consequences. YOU SHOULD CONSULT A TAX ADVISER BEFORE ACQUIRING THE SHARES IN THE JURISDICTION IN WHICH YOU ARE SUBJECT TO TAX.
Shares shall not be issued under this Agreement unless you make arrangements acceptable to the Company to pay any withholding taxes that
may be due as a result of the acquisition of Shares.


 


5.            Responsibility
for Taxes. Regardless of any action the Company or, if different, your employer (the “Employer”) takes
with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account and other tax-related items
related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge
that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by
the Company or the Employer. You further acknowledge that the Company and the Employer (a) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Bonus Award, including the grant of the Stock
Bonus Award, the issuance of the Shares subject to the Stock Bonus Award, the subsequent sale of such Shares and the receipt of any dividends;
and (b) do not commit to and are under no obligation to structure the terms of the Stock Bonus Award to reduce or eliminate your
liability for Tax-Related Items or achieve any particular tax result. You acknowledge that if you are subject to Tax-Related Items in
more than one jurisdiction, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account
for Tax-Related Items in more than one jurisdiction.


 


The Company will only recognize
you as a record holder of Shares subject to the Stock Bonus Award if you have paid or made, prior to any relevant taxable or tax withholding
event, as applicable, adequate arrangements satisfactory to the Company and/or the Employer to satisfy any withholding obligation the
Company and/or the Employer may have for Tax-Related Items. In this regard, you authorize the Company and/or the Employer, and their respective
agents, at their discretion, to withhold all applicable Tax-Related Items from your wages or other cash compensation paid to you by the
Company and/or the Employer or by one or a combination of the following methods: (a) payment by you to the Company or the Employer
of an amount equal to the Tax-Related Items in cash, (b) having the Company withhold Shares subject to the Stock Bonus Award having
a value equal to the Tax-Related Items to be withheld, (c) delivering to the Company already-owned Shares having a value equal to
the Tax-Related Items to be withheld, (d) withholding from proceeds of the sale of the Shares subject to the Stock Bonus Award either
through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and you hereby authorize such sale pursuant
to this authorization), or (e) any other arrangement approved by the Company and permissible under applicable law; in all cases,
under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1
Trading Plan Policy, if applicable; provided, however, that if you are a Section 16 officer of the Company under the Exchange Act,
then the method of withholding shall be a mandatory sale under (d) above (unless the Committee shall establish an alternate method
prior to the taxable or withholding event). You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company
or the Employer may be required to withhold as a result of your participation in the Plan or the issuance of Shares subject to this Stock
Bonus Award that cannot be satisfied by the means previously described.


 






    


    


    





 


Depending
on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding
rates or other applicable withholding rates, including up to the maximum applicable rate in which case you may receive a refund of any
over-withheld amount in cash and will have no entitlement to the Shares subject to the Stock Bonus Award that would otherwise be issued
to you. If the obligation for Tax-Related Items is satisfied by withholding in Shares subject to the Stock Bonus Award that would otherwise
be issued to you, for tax purposes, you are deemed to have been issued the full number of such Shares, notwithstanding that a number of
the such Shares are held back solely for the purpose of paying the Tax-Related Items.


 


Finally, you acknowledge that
the Company has no obligation to deliver Shares subject to the Stock Bonus Award to you until you have satisfied the obligations in connection
with the Tax-Related Items as described in this Section.


 


6.            Acknowledgement.
The Company and you agree that the Stock Bonus Award is granted under and governed by the Notice, this Agreement and the provisions of
the Plan (incorporated herein by reference). You: (i) acknowledge receipt of a copy of the Plan and the Plan prospectus, (ii) represent
that you have carefully read and are familiar with their provisions and the provisions of the Notice and this Agreement, and (iii) hereby
accept the Stock Bonus Award subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice.
You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating
to the Plan, the Notice and the Stock Bonus Award.


 


7.            Entire
Agreement; Enforcement of Rights. This Agreement, the Plan and the Notice constitute the entire agreement and understanding of
the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments
or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this Agreement, nor
any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure
by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.


 


8.            Compliance with Laws and Regulations.
The issuance of Shares will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and
foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s
common stock may be listed or quoted at the time of such issuance or transfer. The Shares issued pursuant to this Agreement shall be endorsed
with appropriate legends, if any, determined by the Company.


 


9.            Stop
Transfer Orders.


 


(a)            Stop-Transfer
Notices. You agree that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate
 “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may
make appropriate notations to the same effect in its own records.


 


(b)            Refusal
to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement or (ii) to treat as the owner or to accord the right to vote or pay dividends
to any purchaser or other transferee to whom such Shares shall have been so transferred.


 






    


    


    

 


10.            Governing Law; Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if
such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms. This Agreement
and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating
any dispute that may arise directly or indirectly from the Plan, the Notice and this Agreement, the parties hereby submit and consent
to litigation in the exclusive jurisdiction of the State of New York and agree that any such litigation shall be conducted only in the
courts of New York in New York City, New York or the federal courts of the United States for the State of New York and no other courts.


 


10.            No
Rights as Employee, Director or Consultant. Nothing in this Agreement shall affect in any manner whatsoever the right or
power of the Company, or a Parent, Subsidiary or Affiliate of the Company, to terminate your Service, for any reason, with or without
Cause.


 


11.            Consent
to Electronic Delivery and Acceptance of All Plan Documents and Disclosures. By acceptance of this Stock Bonus Award, you
consent to the electronic delivery of the Notice, this Agreement, the Plan, account statements, Plan prospectuses required by the Securities
and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its
security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to
the Stock Bonus Award. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party
involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion.
You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact
the Company by telephone, through a postal service or electronic mail at [insert email].
You further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails;
similarly, you understand that you must provide on request to the Company or any designated third party a paper copy of any documents
delivered electronically if electronic delivery fails. You agree to participate in the Plan through an on-line or electronic system established
and maintained by the Company or a third party designated by the Company. Also, you understand that your consent may be revoked or changed,
including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address),
at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at [insert
email]. Finally, you understand that you are not required to consent to electronic delivery.


 


12.            Award
Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the Stock Bonus Award shall be subject
to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or the Committee or required
by law during the term of your employment or other Service that is applicable to you. In addition to any other remedies available under
such policy, applicable law may require the cancellation of your Stock Bonus Award and the recoupment of any gains realized with respect
to your Stock Bonus Award.


 


BY ACCEPTING THE STOCK BONUS AWARD, YOU AGREE TO
ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


 









    


    


    

 


NOTICE OF PERFORMANCE SHARES AWARD


 


ELEVATION ONCOLOGY, INC.


2021 EQUITY INCENTIVE PLAN


 


Unless otherwise defined herein, the terms defined
in the Elevation Oncology, Inc. (the “Company”) 2021 Equity Incentive Plan (the “Plan”)
shall have the same meanings in this Notice of Performance Shares Award (the “Notice”) and the attached Performance
Shares Award Agreement (the “Performance Shares Agreement”). You have been granted an award of Shares (the “Performance
Shares Award”) under the Plan subject to the terms and conditions of the Plan, this Notice and the attached Performance
Shares Agreement.


 


		Name:		 
	 	 	 	 
		Address:		 
	 	 	 	 
	 	Number of Shares:	 	 
	 	 	 	 
	 	Date of Grant:	 	 
	 	 	 	 
	 	Fair
Market Value on Date of Grant:	 	 
	 	 	 	 
	 	Vesting Commencement Date:	 	 
	 	 	 	 
	 	Vesting Schedule:	 	 



 


This Notice may be executed and delivered electronically,
whether via the Company’s intranet or the Internet site of a third party or via email or any other means of electronic delivery
specified by the Company. By accepting the Performance Shares Award, you consent to the electronic delivery and acceptance as further
set forth in the Performance Shares Agreement. You acknowledge that the vesting of the Shares subject to the Performance Shares Award
pursuant to this Notice is earned only by continuing Service and meeting the performance factors enumerated under the Vesting Schedule
above, but you understand that your employment or consulting relationship with the Company or a Parent or Subsidiary is for an unspecified
duration and can be terminated at any time, and that nothing in this Notice, the Performance Shares Agreement or the Plan changes the
nature of that relationship. By accepting the Performance Shares Award, you and the Company agree that the Performance Shares Award is
granted under and governed by the terms and conditions of the Plan, the Notice and the Performance Shares Agreement


 


	PARTICIPANT	 	ELEVATION ONCOLOGY, INC.
	 	 	 
	Print Name:	         	 	By:	                    
	 	 	 
	Signature:	 	 	Its:	 









 






    


    


    

 


PERFORMANCE SHARES AGREEMENT


 


ELEVATION ONCOLOGY, INC.


2021 EQUITY INCENTIVE PLAN


 


You have been granted a Performance Shares Award
(“Performance Shares Award”) by Elevation Oncology, Inc. (the “Company”), subject
to the terms, restrictions and conditions of the Company’s 2021 Equity Incentive Plan (the “Plan”), the
Notice of Performance Shares Award (“Notice”) and this Performance Shares Agreement (this “Agreement”).


 


1.            Settlement.
Your Performance Shares Award shall be settled in Shares and the Company’s transfer agent shall record ownership of such Shares
in your name as soon as reasonably practicable after achievement of the performance factors enumerated under the Vesting Schedule in the
Notice.


 


2.            No
Stockholder Rights. Unless and until you are recorded as the holder of such Shares on the stock records of the Company and its
transfer agent, you shall have no right to dividends or to vote Shares.


 


3.            No-Transfer.
Your interest in this Performance Shares Award shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed
of by you or any person whose interest derives from your interest.


 


4.            Restrictions
on Resale. By signing this Agreement, you agree not to sell any Shares acquired pursuant to the Plan and this Agreement at a time
when applicable laws, regulations or Company or underwriter trading policies prohibit exercise or sale. This restriction will apply as
long as you are providing Service to the Company or a Subsidiary of the Company.


 


5.            Termination.
If your Service terminates for any reason, all of your rights under the Plan, this Agreement and the Notice in respect of this Award
shall immediately terminate. In case of any dispute as to whether a termination of Service has occurred, the Committee shall have sole
discretion to determine whether such termination has occurred and the effective date of such termination.


 


6.            Tax
Consequences. YOU SHOULD CONSULT A TAX ADVISER BEFORE ACQUIRING THE SHARES IN THE JURISDICTION IN WHICH YOU ARE SUBJECT TO TAX.
Shares shall not be issued under this Agreement unless you make arrangements acceptable to the Company to pay any withholding taxes that
may be due as a result of the acquisition or vesting of Shares.


 


7.            Responsibility
for Taxes. Regardless of any action the Company or, if different, your employer (the “Employer”) takes
with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account and other tax-related items
related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge
that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by
the Company or the Employer. You further acknowledge that the Company and the Employer (a) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Shares Award, including the grant of
the Performance Shares Award, the issuance of the Shares subject to the Performance Shares Award, the vesting of such Shares, the subsequent
sale of such Shares and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms
of the Performance Shares Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. You
acknowledge that if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer (or former employer,
as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.


 






    


    


    

 


The Company will only recognize
you as a record holder of Shares subject to the Performance Shares Award if you have paid or made, prior to any relevant taxable or tax
withholding event, as applicable, adequate arrangements satisfactory to the Company and/or the Employer to satisfy any withholding obligation
the Company and/or the Employer may have for Tax-Related Items. In this regard, you authorize the Company and/or the Employer, and their
respective agents, at their discretion, to withhold all applicable Tax-Related Items from your wages or other cash compensation paid to
you by the Company and/or the Employer or by withholding from proceeds of the sale of the Shares subject to the Performance Shares Award
either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and you hereby authorize such sale
pursuant to this authorization). The Committee may also authorize one or a combination of the following methods to satisfy Tax-Related
Items: (a) payment by you to the Company or the Employer of an amount equal to the Tax-Related Items in cash, (b) having the
Company withhold Shares subject to the Performance Shares Award that would otherwise be issued to you when they vest having a value equal
to the Tax-Related Items to be withheld, (c) delivering to the Company already-owned Shares having a value equal to the Tax-Related
Items to be withheld, or (d) any other arrangement approved by the Company and permissible under applicable law; in all cases, under
such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading
Plan Policy, if applicable; provided, however, that if you are a Section 16 officer of the Company under the Exchange Act, then the
method of withholding shall be a mandatory sale (unless the Committee shall establish an alternate method prior to the taxable or withholding
event). You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required
to withhold as a result of your participation in the Plan or the issuance of Shares subject to this Performance Shares Award or vesting
thereof that cannot be satisfied by the means previously described.


 


Depending
on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding
rates or other applicable withholding rates, including up to the maximum applicable rate in which case you may receive a refund of any
over-withheld amount in cash and will have no entitlement to the Shares subject to the Performance Shares Award that would otherwise be
released when they vest. If the obligation for Tax-Related Items is satisfied by withholding in Shares that would otherwise be subject
to release when they vest, for tax purposes, you are deemed to have been issued the full number of such Shares, notwithstanding that a
number of the such Shares are held back solely for the purpose of paying the Tax-Related Items.


 


Finally, you acknowledge that
the Company has no obligation to deliver Shares subject to the Performance Shares Award to you until you have satisfied the obligations
in connection with the Tax-Related Items as described in this Section.


 


8.            Acknowledgement.
The Company and you agree that the Performance Shares Award is granted under and governed by the Notice, this Agreement and the provisions
of the Plan (incorporated herein by reference). You: (i) acknowledge receipt of a copy of the Plan and the Plan prospectus, (ii) represent
that you have carefully read and are familiar with their provisions and the provisions of the Notice and this Agreement, and (iii) hereby
accept the Performance Shares Award subject to all of the terms and conditions set forth herein and those set forth in the Plan and the
Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions
relating to the Plan, the Notice and this Agreement.


 


9.            Entire
Agreement; Enforcement of Rights. This Agreement, the Plan and the Notice constitute the entire agreement and understanding of
the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments
or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this Agreement, nor
any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure
by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.


 






    


    


    

 


10.            Stop
Transfer Orders.


 


(a)            Stop-Transfer
Notices. You agree that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate
 “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may
make appropriate notations to the same effect in its own records.


 


(b)            Refusal
to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement or (ii) to treat as the owner or to accord the right to vote or pay dividends
to any purchaser or other transferee to whom such Shares shall have been so transferred.


 


11.            Compliance with Laws and Regulations.
The issuance of Shares will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and
foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s
common stock may be listed or quoted at the time of such issuance or transfer. The Shares issued pursuant to this Agreement shall be endorsed
with appropriate legends, if any, determined by the Company.


 


12.            Governing Law; Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if
such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms. This Agreement
and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating
any dispute that may arise directly or indirectly from the Plan, the Notice and this Agreement, the parties hereby submit and consent
to litigation in the exclusive jurisdiction of the State of New York and agree that any such litigation shall be conducted only in the
courts of the State of New York in New York City, New York or the federal courts of the United States for the State of New York and no
other courts.


 


10.            No
Rights as Employee, Director or Consultant. Nothing in this Agreement shall affect in any manner whatsoever the right or
power of the Company, or a Parent, Subsidiary or Affiliate of the Company, to terminate your Service, for any reason, with or without
Cause.


 


11.            Consent
to Electronic Delivery of All Plan Documents and Disclosures. By acceptance of this Performance Shares Award, you consent to the
electronic delivery of the Notice, this Agreement, the Plan, account statements, Plan prospectuses required by the Securities and Exchange
Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders
(including, without limitation, annual reports and proxy statements) or other communications or information related to the Performance
Shares Award. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved
in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion.
You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if you contact
the Company by telephone, through a postal service or electronic mail at [insert email].
You further acknowledge that you will be provided with a paper copy of any documents delivered electronically if electronic delivery fails;
similarly, you understand that you must provide on request to the Company or any designated third party a paper copy of any documents
delivered electronically if electronic delivery fails. You agree to participate in the Plan through an on-line or electronic system established
and maintained by the Company or a third party designated by the Company. Also, you understand that your consent may be revoked or changed,
including any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address),
at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at [insert
email]. Finally, you understand that you are not required to consent to electronic delivery.


 






    


    


    

 


23.     12.     Award
Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, Performance Shares Award shall be subject
to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or the Committee or required
by law during the term of your employment or other Service that is applicable to you. In addition to any other remedies available under
such policy, applicable law may require the cancellation of your Performance Shares Award (whether vested or unvested) and the recoupment
of any gains realized with respect to your Performance Shares Award.


 


BY ACCEPTING THE PERFORMANCE
SHARES AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


 









    


    


    

 


NOTICE OF RESTRICTED STOCK AWARD


 


ELEVATION ONCOLOGY, INC.


2021 EQUITY INCENTIVE PLAN


 


Unless otherwise defined herein, the terms defined
in the Elevation Oncology, Inc. (the “Company”) 2021 Equity Incentive Plan (the “Plan”)
shall have the same meanings in this Notice of Restricted Stock Award (the “Notice”) and the attached Restricted
Stock Agreement (the “Restricted Stock Agreement”).


 


You have been granted the opportunity to purchase
Shares that are subject to restrictions (the “Restricted Shares”) and the terms and conditions of the Plan,
this Notice and the attached Restricted Stock Agreement.


 


	Name of Purchaser:	 	 
	 	 	 






	Total Number of Restricted Shares Awarded:	 	 
	 	 	 
	Fair Market Value per Restricted Share:	$	
	 	 	 
	Total Fair Market Value of Award:	$	
	 	 	 
	Purchase Price per Restricted Share:	$	
	 	 	 
	Total Purchase Price for all Restricted Shares:	$	
	 	 	 
	Date of Grant:	 	 
	 	 	 
	Vesting Commencement Date:	 	 




 


Vesting
Schedule:


 


This Notice may be executed and delivered electronically,
whether via the Company’s intranet or the Internet site of a third party or via email or any other means of electronic delivery
specified by the Company. By purchasing the Restricted Shares, you consent to the electronic delivery and acceptance as further set forth
in the Restricted Stock Agreement. You acknowledge that the vesting of the Restricted Shares pursuant to this Notice is earned only by
continuing Service, but you understand that your employment or consulting relationship with the Company or a Parent or Subsidiary is for
an unspecified duration and can be terminated at any time, and that nothing in this Notice, the Restricted Stock Agreement or the Plan
changes the nature of that relationship. By accepting the Restricted Shares, you and the Company agree that the Restricted Shares are
granted under and governed by the terms and conditions of the Plan, this Notice and the Restricted Stock Agreement. If the Restricted
Stock Agreement is not executed by you within thirty (30) days of the Company’s delivery of this Agreement to you, then this award
shall be void.


 





	PARTICIPANT	 	ELEVATION ONCOLOGY, INC.
	 	 	 
	Signature	         	 	By:	                    
	 	 	 
	Date:	 	 	Its:	 


 






    


    


    

 


RESTRICTED STOCK AGREEMENT


 


ELEVATION ONCOLOGY, INC.

2021 EQUITY INCENTIVE PLAN


 


THIS RESTRICTED STOCK AGREEMENT
(this “Agreement”) is made by and between Elevation Oncology, Inc., a Delaware corporation (the “Company”),
and the purchaser (“you”) named on the Notice of Restricted Stock Award (the “Notice”)
pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”) as of the date you have executed the
Notice. Unless otherwise defined herein, the terms defined in the Plan shall have the same meanings in this Agreement.


 


1.            Sale
of Stock. Subject to the terms and conditions of this Agreement, on the Purchase Date (as defined below) the Company will issue and
sell to you, and you agree to purchase from the Company, the number of Restricted Shares shown on the Notice at the Purchase Price per
Restricted Share set forth on the Notice. The term “Restricted Shares” refers to the purchased Restricted Shares
and all securities received in replacement of or in connection with the Restricted Shares pursuant to stock dividends or splits, all securities
received in replacement of the Restricted Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted
or additional securities or other properties to which you are entitled by reason of your ownership of the Restricted Shares.


 


2.            Time
and Place of Purchase. The purchase and sale of the Restricted Shares under this Agreement shall occur at the principal office of
the Company simultaneously with the execution of this Agreement by the parties, or on such other date as the Company and you shall agree
(the “Purchase Date”). On the Purchase Date, the Company will issue a stock certificate registered in your name,
or uncertificated shares designated for you in book entry form on the records of the Company’s transfer agent, representing the
Restricted Shares to be purchased by you against payment of the purchase price therefor by you by (a) check or wire transfer made
payable to the Company, (b) cancellation of indebtedness of the Company to you, (c) your personal Services that the Committee
has determined have already been or will be rendered to the Company, or (d) a combination of the foregoing.


 


3.            Restrictions
on Resale. By signing this Agreement, you agree not to sell any Restricted Shares acquired pursuant to the Plan and this Agreement
at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise or sale. This restriction will
apply as long as you are providing Service to the Company or a Subsidiary of the Company.


 


4.            Company’s
Repurchase Right for Unvested Shares. The Company, or (subject to Section 4.4) its assignee, shall have the right (but not the
obligation) to repurchase a portion of the Restricted Shares that are Unvested Shares (as defined below) at the times and on the terms
and conditions set forth in this Section (the “Repurchase Right”) if your Service terminates for any reason,
or no reason, including without limitation, death, Disability (as defined in the Plan), voluntary resignation or termination by the Company
with or without Cause.


 


4.1            Termination
of Service. In case of any dispute as to whether your Service has terminated, the Committee shall have discretion to determine in
good faith whether your Service has been terminated and the effective date of your termination of Service.


 


4.2            Vested
and Unvested Shares. Restricted Shares that are vested pursuant to the Vesting Schedule set forth in the Notice are “Vested
Shares.” Restricted Shares that are not vested pursuant to the Vesting Schedule set forth in the Notice are “Unvested
Shares.” On the Date of Grant, all of the Restricted Shares will be Unvested Shares. No fractional Restricted Shares
shall be issued. No Restricted Shares will become Vested Shares after your termination of Service unless as set forth in the Vesting Schedule
in the Notice of Grant. The number of the Restricted Shares that are Vested Shares or Unvested Shares will be proportionally adjusted
to reflect any stock split, reverse stock split or similar change in the capital structure of the Company as set forth in Section 2.6
of the Plan occurring after the Date of Grant.


 






    


    


    

 


4.3            Exercise
of Repurchase Right. Unless the Company provides written notice to you within 90 days from the date of termination of your Service
to the Company that the Company does not intend to exercise its Repurchase Right with respect to some or all of the Unvested Shares, the
Repurchase Right shall be deemed automatically exercised by the Company as of the 90th day following such termination, provided that the
Company may notify you that it is exercising its Repurchase Right as of a date prior to such 90th day. Unless you are otherwise notified
by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Right as to some or all
of the Unvested Shares, execution of this Agreement by you constitutes written notice to you of the Company’s intention to exercise
its Repurchase Right with respect to all Unvested Shares to which such Repurchase Right applies at the time of your termination of Service.
The Company, at its choice, may satisfy its payment obligation to you with respect to exercise of the Repurchase Right by either (A) delivering
a check to you or wiring funds in the amount of the purchase price for the Unvested Shares being repurchased, or (B) in the event
you are indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Unvested Shares being repurchased,
or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase
price. In the event of any deemed automatic exercise of the Repurchase Right by canceling an amount of such indebtedness equal to the
purchase price for the Unvested Shares being repurchased, such cancellation of indebtedness shall be deemed automatically to occur as
of the date of termination of your Service unless the Company otherwise satisfies its payment obligations. As a result of any repurchase
of Unvested Shares pursuant to the Repurchase Right, the Company shall become the legal and beneficial owner of the Unvested Shares being
repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its
own name the number of Unvested Shares being repurchased by the Company, without further action by you.


 


4.4            Assignment.
The Repurchase Right may be assigned by the Company in whole or in part to any persons or organization.


 


4.5            Additional
or Exchanged Securities and Property. Subject to the provisions of Section  4.2 above, in the event of a merger or consolidation
of the Company with or into another entity, any other corporate reorganization, a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration,
any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed
or issued with respect to, any Unvested Shares shall immediately be subject to the Repurchase Right. Appropriate adjustments shall be
made to the price per share to be paid for Unvested Shares upon the exercise of the Repurchase Right (by allocating such price among the
Unvested Shares and such other securities or property), provided that the aggregate purchase price payable for the Unvested
Shares and all such other securities and property shall remain the same price that was original payable under the Repurchase Right to
repurchase such Unvested Shares. Subject to the provisions of Section 4.2 above, in the event of a merger or consolidation of the
Company with or into another entity or any other corporate reorganization, the Repurchase Right may be exercised by the Company’s
successor.


 


5.            Non-Transferability
of Unvested Shares. In addition to any other limitation on transfer created by applicable securities laws or any other agreement between
the Company and you, you may not transfer any Unvested Shares, or any interest therein, unless consented to in writing by a duly authorized
representative of the Company. Any purported transfer is void and of no effect, and no purported transferee thereof will be recognized
as a holder of the Unvested Shares for any purpose whatsoever. Should such a transfer purport to occur, the Company may refuse to carry
out the transfer on its books, set aside the transfer, or exercise any other legal or equitable remedy. In the event the Company consents
to a transfer of Unvested Shares, all transferees of Restricted Shares or any interest therein will receive and hold such Restricted Shares
or interest subject to the provisions of this Agreement, including, insofar as applicable, the Repurchase Right. In the event of any purchase
by the Company hereunder where the Restricted Shares or interest are held by a transferee, the transferee shall be obligated, if requested
by the Company, to transfer the Restricted Shares or interest you for consideration equal to the amount to be paid by the Company hereunder.
In the event the Repurchase Right is deemed exercised by the Company, the Company may deem any transferee to have transferred the Restricted
Shares or interest to you prior to their purchase by the Company, and payment of the purchase price by the Company to such transferee
shall be deemed to satisfy your obligation to pay such transferee for such Restricted Shares or interest, and also to satisfy the Company’s
obligation to pay you for such Restricted Shares or interest.


 






    


    


    





 





6.            Acceptance
of Restrictions. Purchase of the Restricted Shares shall constitute your agreement to such restrictions and the legending of your
certificates or the notation in the Company’s direct registration system for stock issuance and transfer of such restrictions and
accompanying legends set forth in Section 7.1 with respect thereto. Notwithstanding such restrictions, however, so long as you are
the holder of the Restricted Shares, or any portion thereof, he or she shall be entitled to receive all dividends declared on and to
vote the Restricted Shares and to all other rights of a stockholder with respect thereto.


 


7.            Stop
Transfer Orders.


 


7.1            Stop-Transfer
Notices. You agree that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate
 “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may
make appropriate notations to the same effect in its own records.


 


7.2            Refusal
to Transfer. The Company shall not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Agreement or (ii) to treat as the owner or to accord the right to vote
or pay dividends to any purchaser or other transferee to whom such Restricted Shares shall have been so transferred.


 


8.            No
Rights as Employee, Director or Consultant. You understand that your employment or consulting relationship with the Company is for
an unspecified duration, can be terminated at any time (i.e., is “at-will”), and that nothing in this Agreement changes the
at-will nature of that relationship. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company,
or a Parent, Subsidiary or Affiliate of the Company, to terminate your Service, for any reason, with or without Cause.


 


9.            Miscellaneous.


 


9.1            Acknowledgement.
The Company and you agree that the Restricted Shares are granted under and governed by the Notice, this Agreement and the provisions
of the Plan (incorporated herein by reference). You: (i) acknowledge receipt of a copy of the Plan and the Plan prospectus, (ii) represent
that you have carefully read and are familiar with their provisions and the provisions of the Notice and this Agreement, and (iii) hereby
accept the Restricted Shares subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice.
You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating
to the Plan, the Notice and the Restricted Stock Agreement.


 






     


     


    

 


9.2        Entire
Agreement; Enforcement of Rights. This Agreement, the Plan and the Notice constitute the entire agreement and understanding of the
parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or
negotiations concerning the purchase of the Restricted Shares hereunder are superseded. No modification of or amendment to this Agreement,
nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement.
The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.


 


9.3            Compliance
with Laws and Regulations. The issuance of Restricted Shares will be subject to and conditioned upon compliance by the Company and
you with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or
automated quotation system on which the Company’s common stock may be listed or quoted at the time of such issuance or transfer.
The Restricted Shares issued pursuant to this Agreement shall be endorsed with appropriate legends, if any, determined by the Company.


 


9.4            Governing
Law; Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree
to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall
be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance
with its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall
be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts
of law. For purposes of litigating any dispute that may arise directly or indirectly from the Plan, the Notice and this Agreement, the
parties hereby submit and consent to litigation in the exclusive jurisdiction of the State of New York and agree that any such litigation
shall be conducted only in the courts of New York in New York City, New York or the federal courts of the United States for the State
of New York and no other courts.


 


9.5            Construction.
This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel,
if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties hereto.


 


9.6            Notices.
Any notice to be given under the terms of the Plan shall be addressed to the Company in care of its principal office, and any notice
to be given to you shall be addressed to you at the address maintained by the Company for such person or at such other address as you
may specify in writing to the Company. Any and all notices required or permitted to be given to a party pursuant to the provisions of
this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Agreement on the
earliest of the following: (a) at the time of personal delivery, if delivery is in person; (b) at the time of transmission
by facsimile, addressed to the other party at its facsimile number specified herein (or hereafter modified by subsequent notice to the
parties hereto), with confirmation of receipt made by both telephone and printed confirmation sheet verifying successful transmission
of the facsimile; (c) one (1) business day after deposit with an express overnight courier for United States deliveries, or
two (2) business days after such deposit for deliveries outside of the United States, with proof of delivery from the courier requested;
or (d) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for United
States deliveries. All notices for delivery outside the United States will be sent by facsimile or by express courier. All notices not
delivered personally or by facsimile will be sent with postage and/or other charges prepaid and properly addressed to the party to be
notified at the address or facsimile number set forth below the signature lines of this Agreement, or at such other address or facsimile
number as such other party may designate by one of the indicated means of notice herein to the other parties hereto. Notices to the Company
will be marked “Attention: [title].”


 






     


     


    

 


9.7            U.S.
Tax Consequences. Unless an Election (defined below) is made, upon vesting of Restricted Shares, you will include in taxable income
the difference between the fair market value of the vesting Restricted Shares, as determined on the date of their vesting, and the price
paid for the Restricted Shares. This will be treated as ordinary income by you and will be subject to withholding by the Company when
required by applicable law. In the absence of an Election, the Company shall satisfy the withholding requirements as set forth in Section 10
below. If you make an Election, then you must, prior to making the Election, pay in cash (or cash equivalent) to the Company an amount
equal to the amount the Company is required to withhold for income and employment taxes.


 


10.            Responsibility
for Taxes. Regardless of any action the Company or, if different, your employer (the “Employer”) takes
with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account and other tax-related items
related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge
that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld
by the Company or the Employer. You further acknowledge that the Company and the Employer (a) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Shares purchased under this award, including
the issuance of the Restricted Shares or vesting of such Restricted Shares, the subsequent sale of Restricted Shares and the receipt
of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the award or any aspect of the
Restricted Shares to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. You acknowledge that
if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer (or former employer, as applicable)
may be required to withhold or account for Tax-Related Items in more than one jurisdiction.


 


The Company will only recognize
you as a record holder of Restricted Shares if you have paid or made, prior to any relevant taxable or tax withholding event, as applicable,
adequate arrangements satisfactory to the Company and/or the Employer to satisfy any withholding obligation the Company and/or the Employer
may have for Tax-Related Items. In this regard, you authorize the Company and/or the Employer, and their respective agents, at their
discretion, to withhold all applicable Tax-Related Items from your wages or other cash compensation paid to you by the Company and/or
the Employer or by one or a combination of the following methods: (a) payment by you to the Company or the Employer of an amount
equal to the Tax-Related Items in cash, (b) having the Company withhold otherwise deliverable Restricted Shares that would otherwise
be released from the Repurchase Right when they vest having a value equal to the Tax-Related Items to be withheld, (c) delivering
to the Company already-owned Shares having a value equal to the Tax-Related Items to be withheld, (d) withholding from proceeds
of the sale of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf
and you hereby authorize such sale pursuant to this authorization), or (e) any other arrangement approved by the Company and permissible
under applicable law; in all cases, under such rules as may be established by the Committee and in compliance with the Company’s
Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided, however, that if you are a Section 16 officer of
the Company under the Exchange Act, then the method of withholding shall be a mandatory sale under (d) above (unless the Committee
shall establish an alternate method prior to the taxable or withholding event). You shall pay to the Company or the Employer any amount
of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your Participation in the Plan or your
purchase of Restricted Shares that cannot be satisfied by the means previously described.


 






     


     


    

 


Depending
on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding
rates or other applicable withholding rates, including up to the maximum applicable rate in which case you may receive a refund of any
over-withheld amount in cash and will have no entitlement to the Restricted Shares that would otherwise be released from the Repurchase
Right when they vest. If the obligation for Tax-Related Items is satisfied by withholding in Restricted Shares that would otherwise be
released from the Repurchase Right when they vest, for tax purposes, you are deemed to have been issued the full number of Restricted
Shares, notwithstanding that a number of the Restricted Shares are held back solely for the purpose of paying the Tax-Related Items.


 


Finally, you acknowledge
that the Company has no obligation to deliver Restricted Shares or proceeds from the sale of Restricted Shares to you or to release Restricted
Shares from the Repurchase Right when they vest until you have satisfied the obligations in connection with the Tax-Related Items as
described in this Section.


 


11.            Section 83(b) Election.
You hereby acknowledge that you have been informed that, with respect to the purchase of the Restricted Shares, an election may be filed
by you with the Internal Revenue Service, within 30 days of the purchase of the Restricted Shares, electing for United States tax purposes
pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Restricted
Shares and their Fair Market Value on the date of purchase (the “Election”). Making the Election will result
in recognition of taxable income to you on the date of purchase, measured by the excess, if any, of the Fair Market Value of the Restricted
Shares over the purchase price for the Restricted Shares. Absent such an Election, taxable income will be measured and recognized by
you at the time or times on which the Company’s Repurchase Right lapses. You are strongly encouraged to seek the advice of your
own tax advisors in connection with the purchase of the Restricted Shares and the advisability of filing of the Election. YOU ACKNOWLEDGE
THAT IT IS SOLELY YOUR RESPONSIBILITY, AND NOT THE COMPANY’S RESPONSIBILITY, TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF
THE CODE, EVEN IF YOU REQUEST THE COMPANY, OR ITS REPRESENTATIVE, TO MAKE THIS FILING ON YOUR BEHALF.


 


12.            Consent
to Electronic Delivery and Acceptance of All Plan Documents and Disclosures. By acceptance of this Restricted Stock Award, you consent
to the electronic delivery of the Notice, this Agreement, the Plan, account statements, Plan prospectuses required by the Securities
and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its
security holders (including, without limitation, annual reports and proxy statements) or other communications or information related
to the Restricted Stock Award. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a
third party involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company’s
discretion. You acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost if
you contact the Company by telephone, through a postal service or electronic mail at [insert email]. You further acknowledge that you
will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, you understand
that you must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically
if electronic delivery fails. You agree to participate in the Plan through an on-line or electronic system established and maintained
by the Company or a third party designated by the Company. Also, you understand that your consent may be revoked or changed, including
any change in the electronic mail address to which documents are delivered (if you have provided an electronic mail address), at any
time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at [insert email]. Finally,
you understand that you are not required to consent to electronic delivery.


 


13.            Award
Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the Restricted Shares shall be subject to clawback
or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or the Committee or required by law during
the term of your employment or other Service that is applicable to you. In addition to any other remedies available under such policy,
applicable law may require the cancellation of your Restricted Shares (whether vested or unvested) and the recoupment of any gains realized
with respect to your Restricted Shares.


 


BY ACCEPTING THIS RESTRICTED STOCK AWARD, YOU
AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


 






     


     


    

 


RECEIPT


 


Elevation Oncology, Inc. hereby acknowledges receipt of (check
as applicable):


 


 ̈
A check or wire transfer in the amount of $_______________


 


 ̈
The cancellation of indebtedness in the amount of $_______________


 


 ̈
Given by _____________________ as consideration for the book entry in your name or Certificate No. -__ for ____________ shares of
Common Stock of Elevation Oncology, Inc.


 


 ̈
Other method as permitted by the Plan and specifically approved by the Board or Committee, and described here: ____________________________________________________________________________________


 


Dated: _____________________


 


	 	ELEVATION ONCOLOGY, INC.
	 	 
	 	By:	                                         
	 	 
	 	Its: