EX-10.2



 Exhibit 10.2 

TRICIDA, INC. 

2013 EQUITY INCENTIVE PLAN 

ADOPTED BY THE BOARD OF DIRECTORS:
DECEMBER 16, 2013 
 APPROVED BY THE STOCKHOLDERS:
DECEMBER 16, 2013 
 TERMINATION DATE: DECEMBER 15, 2023 

1. GENERAL. 
 (a)
Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards. 
 (b)
Available Stock Awards. The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock
Awards, (v) Restricted Stock Unit Awards and (vi) Other Stock Awards. 
 (c) Purpose. The Plan, through the granting
of Stock Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and provide a means by which
the eligible recipients may benefit from increases in value of the Common Stock. 
 2. ADMINISTRATION. 

(a) Administration by Board. The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or
Committees, as provided in Section 2(c). 
 (b) Powers of Board. The Board will have the power, subject to, and within the
limitations of, the express provisions of the Plan: 
 (i) To determine (A) who will be granted Stock Awards; (B) when and
how each Stock Award will be granted; (C) what type of Stock Award will be granted; (D) the provisions of each Stock Award (which need not be identical), including when a person will be permitted to exercise or otherwise receive cash or
Common Stock under the Stock Award; (E) the number of shares of Common Stock subject to a Stock Award; and (F) the Fair Market Value applicable to a Stock Award. 

(ii) To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for
administration of the Plan and Stock Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it will deem necessary or expedient
to make the Plan or Stock Award fully effective. 
 (iii) To settle all controversies regarding the Plan and Stock Awards granted
under it. 

  
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 (iv) To accelerate, in whole or in part, the time at which a Stock Award may be exercised
or vest (or at which cash or shares of Common Stock may be issued). 
 (v) To suspend or terminate the Plan at any time. Except as
otherwise provided in the Plan or a Stock Award Agreement, suspension or termination of the Plan will not impair a Participant’s rights under his or her then-outstanding Stock Award without his or her written consent except as provided in
subsection (viii) below. 
 (vi) To amend the Plan in any respect the Board deems necessary or advisable, including, without
limitation, by adopting amendments relating to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to make the Plan or Stock Awards granted under the Plan exempt from or compliant with
the requirements for Incentive Stock Options or nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. However, if required by applicable law, and except as provided in
Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder approval of any amendment of the Plan that (A) materially increases the number of shares of Common Stock available for issuance under the Plan,
(B) materially expands the class of individuals eligible to receive Stock Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan, (D) materially reduces the price at which shares of Common
Stock may be issued or purchased under the Plan, (E) materially extends the term of the Plan, or (F) materially expands the types of Stock Awards available for issuance under the Plan. Except as provided in the Plan (including subsection
(viii) below) or a Stock Award Agreement, no amendment of the Plan will impair a Participant’s rights under an outstanding Stock Award without his or her written consent.  

(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to
satisfy the requirements of Section 422 of the Code regarding Incentive Stock Options. 
 (viii) To approve forms of Stock Award
Agreements for use under the Plan and to amend the terms of any one or more Stock Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Stock Award Agreement, subject to
any specified limits in the Plan that are not subject to Board discretion; provided however, that a Participant’s rights under any Stock Award will not be impaired by any such amendment unless (A) the Company requests the consent of
the affected Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed to have been impaired by any such amendment if the Board, in its sole discretion,
determines that the amendment, taken as a whole, does not materially impair the Participant’s rights, and (2) subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more Stock Awards without the
affected Participant’s consent (A) to maintain the qualified status of the Stock Award as an Incentive Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive Stock Option, if such change results in
impairment of the Award solely because it impairs the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (C) to clarify the manner of exemption from, or to bring the Stock Award into compliance with,
Section 409A of the Code; or (D) to comply with other applicable laws. 

  
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 (ix) Generally, to exercise such powers and to perform such acts as the Board deems
necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Stock Awards. 

(x) To adopt such procedures and sub-plans as are necessary or appropriate to permit
participation in the Plan by Employees, Directors or Consultants who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Stock Award
Agreement that are required for compliance with the laws of the relevant foreign jurisdiction). 
 (xi) To effect, with the consent of
any adversely affected Participant, (A) the reduction of the exercise, purchase or strike price of any outstanding Stock Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor of a new
(1) Option or SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock Award, (5) cash and/or (6) other valuable consideration determined by the Board, in its sole discretion, with any such
substituted award (x) covering the same or a different number of shares of Common Stock as the cancelled Stock Award and (y) granted under the Plan or another equity or compensatory plan of the Company; or (C) any other action that is
treated as a repricing under generally accepted accounting principles. 
 (c) Delegation to Committee. The Board may delegate
some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by
the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will
thereafter be to the Committee or subcommittee). Any delegation of administrative powers will be reflected in resolutions, not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The
Committee may, at any time, abolish the subcommittee and/or revest in the Committee any powers delegated to the subcommittee. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in
the Board some or all of the powers previously delegated. 
 (d) Delegation to an Officer. The Board may delegate to one
(1) or more Officers the authority to do one or both of the following (i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by applicable law, other Stock Awards) and, to the extent
permitted by applicable law, the terms of such rights and options, and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Employees; provided, however, that the Board resolutions regarding
such delegation will specify the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or herself. Any such Stock Awards will be granted on
the form of Stock Award Agreement most recently approved for use by the Committee or the Board, unless otherwise provided in the resolutions approving the delegation authority. The Board may not delegate authority to an Officer who is acting solely
in the capacity of an Officer (and not also as a Director) to determine the Fair Market Value pursuant to Section 13(t) below. 

  
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 (e) Effect of Board’s Decision. All determinations, interpretations and constructions
made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons. 
 3.
SHARES SUBJECT TO THE PLAN. 
 (a) Share
Reserve. 
 (i) Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common
Stock that may be issued pursuant to Stock Awards from and after the Effective Date will not exceed 19,645,000 shares (the “Share Reserve”). 

(ii) For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued
pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in
 Section 7(a). 

(b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates
without all of the shares covered by such Stock Award having been issued, or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise
offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the Company because of the failure to meet a
contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction
of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan. 

(c) Incentive Stock Option Limit. Subject to the provisions of this Section 3 and Section 9(a) relating to
Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 39,290,000 shares of Common Stock. 

(d) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including
shares repurchased by the Company on the open market or otherwise. 
 4. ELIGIBILITY. 

(a) Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent
corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants;
provided,  

  
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however, that Stock Awards may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is
defined in Rule 405, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, because the Stock Awards are granted pursuant to a corporate
transaction such as a spin off transaction), or (ii) the Company, in consultation with its legal counsel, has determined that such Stock Awards are otherwise exempt from or alternatively comply with the distribution requirements of
Section 409A of the Code. 
 (b) Ten Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive
Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

 (c) Consultants. A Consultant will not be eligible for the grant of a Stock Award if, at the time of grant, either the offer or
sale of the Company’s securities to such Consultant is not exempt under Rule 701 because of the nature of the services that the Consultant is providing to the Company, because the Consultant is not a natural person, or because of any other
provision of Rule 701, unless the Company determines that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption under the Securities Act as well as comply with the securities laws of all other
relevant jurisdictions. 
 5. PROVISIONS RELATING TO OPTIONS AND
STOCK APPRECIATION RIGHTS. 
 Each Option or SAR will be in such form and will contain such
terms and conditions as the Board deems appropriate. All Options will be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will
be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the
Option fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The provisions of separate Options or SARs need not be identical; provided, however,
that each Stock Award Agreement will conform to (through incorporation of provisions hereof by reference in the applicable Stock Award Agreement or otherwise) the substance of each of the following provisions: 

(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after
the expiration of ten (10) years from the date of its grant or such shorter period specified in the Stock Award Agreement. 
 (b)
Exercise Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option or SAR will be not less than one hundred percent (100%) of the Fair Market Value of the Common
Stock subject to the Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than one hundred percent (100%) of the Fair Market Value of the Common
Stock subject to the Award if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Section 409A
of the Code and, if applicable, Section 424(a) of the Code. Each SAR will be denominated in shares of Common Stock equivalents. 

  
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 (c) Purchase Price for Options. The purchase price of Common Stock acquired pursuant to
the exercise of an Option may be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board will have the authority to grant Options
that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to use a particular method of payment. The permitted methods of
payment are as follows: 
 (i) by cash, check, bank draft or money order payable to the Company; 

(ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of
the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds; 

(iii) by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock; 

(iv) if an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce
the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment
from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued. Shares of Common Stock will no longer be subject to an Option and will not be
exercisable thereafter to the extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and
(C) shares are withheld to satisfy tax withholding obligations;  
 (v) according to a deferred payment or similar
arrangement with the Optionholder; provided, however, that interest will compound at least annually and will be charged at the minimum rate of interest necessary to avoid (A) the imputation of interest income to the Company and
compensation income to the Optionholder under any applicable provisions of the Code, and (B) the classification of the Option as a liability for financial accounting purposes; or 

(vi) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Stock Award Agreement.

 (d) Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise
to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such SAR. The appreciation distribution payable on the exercise of a SAR will be not greater than an amount equal to the excess


  
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of (A) the aggregate Fair Market Value (on the date of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant
is vested under such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation distribution may be paid in Common Stock, in cash, in any combination of the two or in any other
form of consideration, as determined by the Board and contained in the Stock Award Agreement evidencing such SAR. 
 (e) Transferability
of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as the Board will determine. In the absence of such a determination by the Board to the contrary, the following
restrictions on the transferability of Options and SARs will apply: 
 (i) Restrictions on Transfer. An Option or SAR will not be
transferable except by will or by the laws of descent and distribution (and pursuant to subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant. The Board may permit transfer of
the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. 

(ii) Domestic Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred
pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2). If an Option is an
Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. 
 (iii) Beneficiary
Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice to the Company, in a form approved by the Company (or the designated broker), designate a third party who, on the
death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, the executor or administrator of the
Participant’s estate will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a beneficiary at any time, including due to
any conclusion by the Company that such designation would be inconsistent with the provisions of applicable laws. 
 (f) Vesting
Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and therefore become exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and
conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction of performance goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The
provisions of this Section 5(f) are subject to any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised. 

  
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 (g) Termination of Continuous Service. Except as otherwise provided in the applicable
Stock Award Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates (other than for Cause and other than upon the Participant’s death or Disability), the Participant may
exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Stock Award as of the date of termination of Continuous Service) within the period of time ending on the earlier of (i) the date
three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the applicable Stock Award Agreement, which period will not be less than thirty (30) days if
necessary to comply with applicable laws unless such termination is for Cause) and (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement. If, after termination of Continuous Service, the Participant does
not exercise his or her Option or SAR within the applicable time frame, the Option or SAR will terminate. 
 (h) Extension of
Termination Date. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, if the exercise of an Option or SAR following the termination of the Participant’s Continuous
Service (other than for Cause and other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act,
then the Option or SAR will terminate on the earlier of (i) the expiration of a total period of three (3) months (that need not be consecutive) after the termination of the Participant’s Continuous Service during which the
exercise of the Option or SAR would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement. In addition, unless otherwise provided in a
Participant’s Stock Award Agreement, if the sale of any Common Stock received upon exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s
insider trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of a period of months (that need not be consecutive) equal to the applicable post-termination exercise period after the termination of the
Participant’s Continuous Service during which the sale of the Common Stock received upon exercise of the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option
or SAR as set forth in the applicable Stock Award Agreement. 
 (i) Disability of Participant. Except as otherwise provided in
the applicable Stock Award Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may exercise his or her Option
or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date twelve (12) months
following such termination of Continuous Service (or such longer or shorter period specified in the Stock Award Agreement, which period will not be less than six (6) months if necessary to comply with applicable laws), and (ii) the
expiration of the term of the Option or SAR as set forth in the Stock Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the applicable time frame, the Option or SAR (as
applicable) will terminate. 

  
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 (j) Death of Participant. Except as otherwise provided in the applicable Stock Award
Agreement or other agreement between the Participant and the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified
in the Stock Award Agreement for exercisability after the termination of the Participant’s Continuous Service (for a reason other than death), then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise such
Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s
death, but only within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer or shorter period specified in the Stock Award Agreement, which period will not be less than
six (6) months if necessary to comply with applicable laws), and (ii) the expiration of the term of such Option or SAR as set forth in the Stock Award Agreement. If, after the Participant’s death, the Option or SAR is not
exercised within the applicable time frame, the Option or SAR will terminate. 
 (k) Termination for Cause. Except as
explicitly provided otherwise in a Participant’s Stock Award Agreement or other individual written agreement between the Company or any Affiliate and the Participant, if a Participant’s Continuous Service is terminated for Cause, the
Option or SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from exercising his or her Option or SAR from and after the time of such termination of Continuous
Service. 
 (l) Non-Exempt Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six (6) months following the
date of grant of the Option or SAR (although the Stock Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or
suffers a Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined
in the Participant’s Stock Award Agreement in another agreement between the Participant and the Company, or, if no such definition, in accordance with the Company’s then current employment policies and guidelines), the vested portion of
any Options and SARs may be exercised earlier than six (6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in
connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the provisions of this
Section 5(l) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. 

  
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 (m) Early Exercise of Options. An Option may, but need not, include a provision whereby
the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option. Subject to
the “Repurchase Limitation” in Section 8(m), any unvested shares of Common Stock so purchased may be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate.
Provided that the “Repurchase Limitation” in Section 8(m) is not violated, the Company will not be required to exercise its repurchase right until at least six (6) months (or such longer or shorter period of time
required to avoid classification of the Option as a liability for financial accounting purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option Agreement. 

(n) Right of Repurchase. Subject to the “Repurchase Limitation” in Section 8(m), the Option or SAR may include a
provision whereby the Company may elect to repurchase all or any part of the vested shares of Common Stock acquired by the Participant pursuant to the exercise of the Option or SAR. 

(o) Right of First Refusal. The Option or SAR may include a provision whereby the Company may elect to exercise a right of first
refusal following receipt of notice from the Participant of the intent to transfer all or any part of the shares of Common Stock received upon the exercise of the Option or SAR. Such right of first refusal will be subject to the
“Repurchase Limitation” in Section 8(m). Except as expressly provided in this Section 5(o) or in the Stock Award Agreement, such right of first refusal will otherwise comply with any applicable provisions of the bylaws of
the Company. 
 6. PROVISIONS OF STOCK AWARDS OTHER THAN
OPTIONS AND SARS. 
 (a) Restricted Stock Awards. Each Restricted Stock Award
Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate. To the extent consistent with the Company’s bylaws, at the Board’s election, shares of Common Stock may be (i) held in book
entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse; or (ii) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board.
The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical. Each Restricted Stock Award Agreement will conform to
(through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions: 

(i) Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable
to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of legal consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable
law. 
 (ii) Vesting. Subject to the “Repurchase Limitation” in Section 8(m), shares of Common Stock awarded under
the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board. 

  
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 (iii) Termination of Participant’s Continuous Service. If a Participant’s
Continuous Service terminates, the Company may receive through a forfeiture condition or a repurchase right, any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination of Continuous Service
under the terms of the Restricted Stock Award Agreement. 
 (iv) Transferability. Rights to acquire shares of Common Stock under the
Restricted Stock Award Agreement will be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole discretion, so long as Common Stock
awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award Agreement. 
 (v) Dividends.
A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate. 

(b) Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and
conditions as the Board deems appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical. Each
Restricted Stock Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions: 

(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to
be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may
be paid in any form of legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable law. 

(ii) Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions
to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate. 
 (iii) Payment. A
Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award
Agreement. 
 (iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems
appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. 

(v) Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock
Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, 

  
 11. 








 
such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares
covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate. 

(vi) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable
Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service.  

(vii) Compliance with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any
Restricted Stock Unit Award granted under the Plan that is not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such Restricted Stock Unit Award will comply with the requirements of
Section 409A of the Code. Such restrictions, if any, shall be determined by the Board and contained in the Restricted Stock Unit Award Agreement evidencing such Restricted Stock Unit Award. For example, such restrictions may include, without
limitation, a requirement that any Common Stock that is to be issued in a year following the year in which the Restricted Stock Unit Award vests must be issued in accordance with a fixed pre-determined
schedule. 
 (c) Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on,
Common Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market Value of the Common Stock at the time of grant) may be granted either alone or in
addition to Stock Awards provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board will have sole and complete authority to determine the persons to whom and the time or
times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards. 

7. COVENANTS OF THE COMPANY. 

(a) Availability of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required
to satisfy then-outstanding Stock Awards. 
 (b) Securities Law Compliance. The Company will seek to obtain from each regulatory
commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not
require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from
any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell Common
Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of a Stock Award or the subsequent issuance of cash or Common Stock pursuant to the Stock Award if such grant or
issuance would be in violation of any applicable securities law. 

  
 12. 








 (c) No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation
to any Participant to advise such holder as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of a Stock
Award or a possible period in which the Stock Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the holder of such Stock Award. 

8. MISCELLANEOUS. 
 (a)
Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards will constitute general funds of the Company. 

(b) Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of a Stock Award to any
Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Stock Award is communicated to, or actually received or
accepted by, the Participant. In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares)
that are inconsistent with those in the Stock Award Agreement as a result of a clerical error in the papering of the Stock Award Agreement, the corporate records will control and the Participant will have no legally binding right to the incorrect
term in the Stock Award Agreement. 
 (c) Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the
rights of a holder with respect to, any shares of Common Stock subject to a Stock Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance of shares of Common Stock under, the Stock Award
pursuant to its terms, and (ii) the issuance of the Common Stock subject to the Stock Award has been entered into the books and records of the Company. 

(d) No Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or any other instrument executed thereunder or
in connection with any Stock Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or will affect the right of the
Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an
Affiliate, or (iii) the service of a Director pursuant to the bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. 


  
 13. 








 (e) Change in Time Commitment. In the event a Participant’s regular level of time
commitment in the performance of his or her services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a change in status from a full-time
Employee to a part-time Employee) after the date of grant of any Stock Award to the Participant, the Board has the right in its sole discretion to (x) make a corresponding reduction in the number of shares subject to any portion of such Stock
Award that is scheduled to vest or become payable after the date of such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Stock Award. In the event
of any such reduction, the Participant will have no right with respect to any portion of the Stock Award that is so reduced or extended. 

(f) Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common
Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds one hundred thousand dollars ($100,000) (or such
other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply
with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s). 

(g) Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock
Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written
assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock.
The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then
currently effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then
applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the Common Stock. 
 (h) Withholding Obligations. Unless
prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to a Stock Award by any of the following means (in addition to the Company’s
right to withhold from any compensation paid to the Participant by the Company) or 

  
 14. 








 
by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise
issuable to the Participant in connection with the Stock Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lesser amount as may be
necessary to avoid classification of the Stock Award as a liability for financial accounting purposes); (iii) withholding cash from a Stock Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the
Participant; or (v) by such other method as may be set forth in the Stock Award Agreement. 
 (i) Electronic Delivery. Any
reference herein to a “written” agreement or document will include any agreement or document delivered electronically or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the
Participant has access). 
 (j) Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine
that the delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Stock Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants.
Deferrals by Participants will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise providing services
to the Company. The Board is authorized to make deferrals of Stock Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous
Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. 

(k) Compliance with Section 409A. To the extent that the Board determines that any Stock Award granted hereunder is
subject to Section 409A of the Code, the Stock Award Agreement evidencing such Stock Award shall incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code. To the extent
applicable, the Plan and Stock Award Agreements shall be interpreted in accordance with Section 409A of the Code. 
 (l) Compliance
with Exemption Provided by Rule 12h-1(f). If at the end of the Company’s most recently completed fiscal year: (i) the aggregate of the number of persons who hold outstanding compensatory employee
stock options to purchase shares of Common Stock granted pursuant to the Plan or otherwise (such persons, “Holders of Options”) equals or exceeds five hundred (500), and (ii) the Company’s assets exceed
$10 million, then the following restrictions will apply during any period during which the Company does not have a class of its securities registered under Section 12 of the Exchange Act and is not required to file reports under
Section 15(d) of the Exchange Act: (A) the Options and, prior to exercise, the shares of Common Stock to be issued on exercise of the Options may not be transferred until the Company is no longer relying on the exemption provided by Rule 12h-1(f) promulgated under the Exchange Act (“Rule 12h-1(f)”), except: (1) as permitted by Rule 701(c) promulgated under the
Securities Act, (2) to a guardian upon the disability of the Holder of Options, or (3) to an executor upon the death of the 

  
 15. 








 
Holder of Options (collectively, the “Permitted Transferees”); provided, however, the following transfers are permitted: (i) transfers by Holders of Options to the
Company, and (ii) transfers in connection with a change of control or other acquisition involving the Company, if following such transaction, the Options no longer remain outstanding and the Company is no longer relying on the exemption
provided by Rule 12h-1(f); provided further, that any Permitted Transferees may not further transfer the Options; (B) except as otherwise provided in (A) above, the Options and shares of Common Stock
issuable on exercise of the Options are restricted as to any pledge, hypothecation, or other transfer, including any short position, any “put equivalent position” as defined by Rule 16a-1(h)
promulgated under the Exchange Act, or any “call equivalent position” as defined by Rule 16a-1(b) promulgated under the Exchange Act by Holders of Options prior to exercise of an Option until the
Company is no longer relying on the exemption provided by Rule 12h-1(f); and (C) at any time that the Company is relying on the exemption provided by Rule 12h-1(f),
the Company will deliver to Holders of Options (whether by physical or electronic delivery or written notice of the availability of the information on an internet site) the information required by Rule 701(e)(3), (4), and (5) promulgated under
the Securities Act every six (6) months, including financial statements that are not more than one hundred eighty (180) days old; provided, however, that the Company may condition the delivery of such information upon the Holder of
Options’ agreement to maintain its confidentiality. 
 (m) Repurchase Limitation. The terms of any repurchase right will
be specified in the Stock Award Agreement. The repurchase price for vested shares of Common Stock will be the Fair Market Value of the shares of Common Stock on the date of repurchase. The repurchase price for unvested shares of Common Stock will be
the lower of (i) the Fair Market Value of the shares of Common Stock on the date of repurchase or (ii) their original purchase price. However, the Company will not exercise its repurchase right until at least six (6) months (or
such longer or shorter period of time necessary to avoid classification of the Stock Award as a liability for financial accounting purposes) have elapsed following delivery of shares of Common Stock subject to the Stock Award, unless otherwise
specifically provided by the Board. 
 9. ADJUSTMENTS UPON CHANGES IN COMMON
STOCK; OTHER CORPORATE EVENTS. 
 (a) Capitalization
Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es)
and maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), and (iii) the class(es) and number of securities and price per share of stock subject to outstanding Stock
Awards. The Board will make such adjustments, and its determination will be final, binding and conclusive. 
 (b) Dissolution or
Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common
Stock not subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase
rights or subject to a forfeiture condition may be 

  
 16. 








 
repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service, provided, however, that the Board may, in its sole
discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution or liquidation is
completed but contingent on its completion. 
 (c) Corporate Transaction. The following provisions will apply to Stock Awards in the
event of a Corporate Transaction unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at
the time of grant of a Stock Award. In the event of a Corporate Transaction, then, notwithstanding any other provision of the Plan, the Board may take one or more of the following actions with respect to Stock Awards, contingent upon the closing or
completion of the Corporate Transaction: 
 (i) arrange for the surviving corporation or acquiring corporation (or the surviving or
acquiring corporation’s parent company) to assume or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the
Company pursuant to the Corporate Transaction); 
 (ii) arrange for the assignment of any reacquisition or repurchase rights held by
the Company in respect of Common Stock issued pursuant to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company); 

(iii) accelerate the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may be
exercised) to a date prior to the effective time of such Corporate Transaction as the Board determines (or, if the Board does not determine such a date, to the date that is five (5) days prior to the effective date of the Corporate
Transaction), with such Stock Award terminating if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction; provided, however, that the Board may require Participants to complete and deliver to the Company a
notice of exercise before the effective date of a Corporate Transaction, which exercise is contingent upon the effectiveness of such Corporate Transaction; 

(iv) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Stock
Award; 
 (v) cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the
effective time of the Corporate Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; and 

(vi) make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property
the Participant would have received upon the exercise of the Stock Award immediately prior to the effective time of the Corporate Transaction, over (B) any exercise price payable by such holder in connection with such exercise. For clarity,
this payment may be zero ($0) if the value of the property is equal to or less than the exercise price. Payments under this provision may be delayed to the same extent that payment of consideration to the holders of the Company’s Common Stock
in connection with the Corporate Transaction is delayed as a result of escrows, earn outs, holdbacks or any other contingencies. 

  
 17. 








 The Board need not take the same action or actions with respect to all Stock Awards or portions thereof or with
respect to all Participants. The Board may take different actions with respect to the vested and unvested portions of a Stock Award. 

(d) Change in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in
Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration
will occur. 
 10. PLAN TERM; EARLIER TERMINATION OR SUSPENSION
OF THE PLAN. 
 (a) Plan Term. The Board may suspend or terminate the Plan at any
time. Unless terminated sooner by the Board, the Plan will automatically terminate on the day before the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan is approved
by the stockholders of the Company. No Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated. 

(b) No Impairment of Rights. Suspension or termination of the Plan will not impair rights and obligations under any Stock Award granted
while the Plan is in effect except with the written consent of the affected Participant or as otherwise permitted in the Plan. 
 11.
EFFECTIVE DATE OF PLAN. 
 This Plan will become effective on the Effective
Date.  
 12. CHOICE OF LAW. 

The law of the State of California will govern all questions concerning the construction, validity and interpretation of this Plan, without
regard to that state’s conflict of laws rules. 
 13. DEFINITIONS. As used in the Plan, the following definitions
will apply to the capitalized terms indicated below: 
 (a) “Affiliate” means, at the time of determination,
any “parent” or “majority-owned subsidiary” of the Company, as such terms are defined in Rule 405. The Board will have the authority to determine the time or times at which “parent” or “majority-owned
subsidiary” status is determined within the foregoing definition. 
 (b) “Board” means the Board of
Directors of the Company. 

  
 18. 








 (c) “Capitalization Adjustment” means any change that is made in,
or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate
structure, or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the
conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment. 
 (d)
“Cause” will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means, with respect to
a Participant, the occurrence of any of the following events: (i) such Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof;
(ii) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) such Participant’s intentional, material violation of any contract or agreement between the Participant
and the Company or of any statutory duty owed to the Company; (iv) such Participant’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (v) such Participant’s gross misconduct. The
determination that a termination of the Participant’s Continuous Service is either for Cause or without Cause will be made by the Company, in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was
terminated with or without Cause for the purposes of outstanding Stock Awards held by such Participant will have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose. 

(e) “Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of
any one or more of the following events: 
 (i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of
the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a
Change in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or
any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or
(C) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or
other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the
Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting
securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; 

  
 19. 








 (ii) there is consummated a merger, consolidation or similar transaction involving
(directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either
(A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than
fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the
outstanding voting securities of the Company immediately prior to such transaction; 
 (iii) the stockholders of the Company approve
or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company will otherwise occur, except for a liquidation into a parent corporation; or 

(iv) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets
of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the
combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease,
license or other disposition. 
 Notwithstanding the foregoing definition or any other provision of this Plan, (A) the term Change in Control will not
include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in an individual written agreement between
the Company or any Affiliate and the Participant will supersede the foregoing definition with respect to Stock Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth
in such an individual written agreement, the foregoing definition will apply. 
 (f) “Code” means the Internal
Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. 
 (g)
“Committee” means a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c). 

(h) “Common Stock” means the common stock of the Company. 

(i) “Company” means Tricida, Inc., a Delaware corporation. 

(j) “Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate
to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a
fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the Plan.  

  
 20. 








 (k) “Continuous Service” means that the Participant’s service
with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or
Director or a change in the Entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s
Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board in its sole discretion, such Participant’s Continuous Service will be
considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption of
Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any
leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a
leave of absence will be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy
applicable to the Participant, or as otherwise required by law. 
 (l) “Corporate Transaction” means the
consummation, in a single transaction or in a series of related transactions, of any one or more of the following events: 
 (i) a
sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries; 

(ii) a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company; 

(iii) a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or 

(iv) a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common
Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or
otherwise. 
 (m) “Director” means a member of the Board. 

(n) “Disability” means, with respect to a Participant, the inability of such Participant 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 that has lasted or can be expected to last for a continuous period of not less than
twelve (12) months as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances. 

  
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 (o) “Effective Date” means the effective date of this Plan, which
is the earlier of (i) the date that this Plan is first approved by the Company’s stockholders, and (ii) the date this Plan is adopted by the Board. 

(p) “Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director,
or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan. 
 (q)
“Entity” means a corporation, partnership, limited liability company or other entity. 
 (r)
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 

(s) “Exchange Act Person” means any natural person, Entity or “group” (within the
meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any
Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering of such
securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within
the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of
the Company’s then outstanding securities. 
 (t) “Fair Market Value” means, as of any date, the value of
the Common Stock determined by the Board in compliance with Section 409A of the Code or, in the case of an Incentive Stock Option, in compliance with Section 422 of the Code. 

(u) “Incentive Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended to
be, and that qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code. 
 (v)
“Nonstatutory Stock Option” means any option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock Option. 

(w) “Officer” means any person designated by the Company as an officer. 

(x) “Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock
granted pursuant to the Plan. 
 (y) “Option Agreement” means a written agreement between the Company and an
Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan. 

  
 22. 








 (z) “Optionholder” means a person to whom an Option is granted
pursuant to the Plan or, if applicable, such other person who holds an outstanding Option. 
 (aa) “Other Stock
Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 6(c). 

(bb) “Other Stock Award Agreement” means a written agreement between the Company and a holder of an Other Stock
Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be subject to the terms and conditions of the Plan. 

(cc) “Own,” “Owned,” “Owner,”
“Ownership” A person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or
indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities. 

(dd) “Participant” means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such
other person who holds an outstanding Stock Award. 
 (ee) “Plan” means this Tricida, Inc. 2013 Equity
Incentive Plan. 
 (ff) “Restricted Stock Award” means an award of shares of Common Stock which is granted
pursuant to the terms and conditions of Section 6(a). 
 (gg) “Restricted Stock Award Agreement” means a
written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan. 

(hh) “Restricted Stock Unit Award” means a right to receive shares of Common Stock which is
granted pursuant to the terms and conditions of Section 6(b). 
 (ii) “Restricted Stock Unit Award
Agreement” means a written agreement between the Company and a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement
will be subject to the terms and conditions of the Plan. 
 (jj) “Rule 405” means Rule 405 promulgated under
the Securities Act. 
 (kk) “Rule 701” means Rule 701 promulgated under the Securities Act. 

(ll) “Securities Act” means the Securities Act of 1933, as amended. 

(mm) “Stock Appreciation Right” or “SAR” means a right to receive the appreciation on
Common Stock that is granted pursuant to the terms and conditions of Section 5. 

  
 23. 








 (nn) “Stock Appreciation Right Agreement” means a written
agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the terms and conditions of the Plan. 

(oo) “Stock Award” means any right to receive Common Stock granted under the Plan, including an Incentive Stock
Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right or any Other Stock Award. 

(pp) “Stock Award Agreement” means a written agreement between the Company and a Participant evidencing the
terms and conditions of a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the Plan. 
 (qq)
“Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly,
Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than
fifty percent (50%) . 
 (rr) “Ten Percent Stockholder” means a person who Owns (or is deemed to Own
pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate. 

  
 24. 








 AMENDMENT NUMBER ONE 

TO THE 
 TRICIDA, INC.

 2013 EQUITY INCENTIVE PLAN 

WHEREAS, Tricida, Inc., a Delaware corporation (the “Company”), maintains the Tricida, Inc. 2013 Equity Incentive Plan
(the “Plan”); 
 WHEREAS, pursuant to Section 2(b)(vi) of the Plan, the Board of Directors of the Company (the
“Board”) has the authority to amend the Plan as it shall deem advisable, subject to any requirement of stockholder approval required by the terms of the Plan or by applicable law or regulation; and 

WHEREAS, the Board deems it to be in the best interest of the Corporation to amend the Plan to clarify, in accordance with the terms of
the Company’s outstanding stock option awards, that the exercise of a stock option shall be subject to such terms and conditions as required by the Company in the Notice of Exercise, the form of which shall be determined by the Company. 

NOW, THEREFORE, BE IT RESOLVED, that the Plan hereby is amended, effective as November 29, 2017, to add a new section 5(o) as
follows: 
  

	 	(o)	Notice of Exercise. An Option or SAR may be exercised (i) by giving written notice to the Company specifying the number of whole shares of Common Stock to be purchased and, in the case of Options,
accompanying such notice with payment therefor in full (or arrangement made for such payment to the Company’s satisfaction) and (ii) by executing such documents as the Company may reasonably request, including the Company’s Notice of
Exercise (the form of which shall be determined by the Company and which may include, without limitation, repurchase rights in favor of the Company, rights of first refusal and drag along rights). No shares of Common Stock shall be issued and no
certificate representing Common Stock shall be delivered until the full purchase price therefor, if applicable, and any withholding taxes thereon, have been paid (or arrangement made for such payment to the Company’s satisfaction).


 *** 
 As
amended by this Amendment, the Plan is in all respects ratified and confirmed, and as so amended by this Amendment, the Plan shall be read, taken and construed as one and the same instrument. 

  
 25. 








 IN WITNESS WHEREOF, the Corporation has caused this instrument to be executed by its duly
authorized agent on May 31, 2018. 
  

			
	TRICIDA, INC.
		
	By:	 	 /s/ Edward J. Hejlek

	Name: Edward J. Hejlek
	Title: General Counsel and Sr. VP



  
 26. 








 TRICIDA, INC. 

2013 EQUITY INCENTIVE PLAN 

OPTION AGREEMENT 

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK
OPTION) 
 Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Tricida, Inc.
(the “Company”) has granted you an option under its 2013 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at
the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option
Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan. 

The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows: 

1. VESTING. Your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of
your Continuous Service. 
 2. NUMBER OF SHARES AND
EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share in your Grant Notice will be adjusted for Capitalization Adjustments. 

3. EXERCISE RESTRICTION FOR
NON-EXEMPT EMPLOYEES. If you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (that is, a “Non-Exempt Employee”), and except as otherwise provided in the Plan, you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date
of Grant. 
 4. EXERCISE PRIOR TO VESTING (“EARLY
EXERCISE”). If permitted in your Grant Notice (i.e., the “Exercise Schedule” indicates “Early Exercise Permitted”) and subject to the provisions of your option, you may elect at any time that is
both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the unvested portion of your option; provided, however, that: 

a. a partial exercise of your option will be deemed to cover first vested shares of Common Stock and then the earliest vesting
installment of unvested shares of Common Stock; 
 b. any shares of Common Stock so purchased from installments that have not vested
as of the date of exercise will be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement; 

  
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 c. you will enter into the Company’s form of Early Exercise Stock Purchase Agreement
with a vesting schedule that will result in the same vesting as if no early exercise had occurred; and 
 d. if your option is an
Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at the Date of Grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable for
the first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), your option(s) or portions thereof that exceed such limit (according to the order in which they were
granted) will be treated as Nonstatutory Stock Options. 
 5. METHOD OF PAYMENT.
You must pay the full amount of the exercise price for the shares you wish to exercise. You may pay the exercise price in cash or by check, bank draft or money order payable to the Company or in any other manner permitted by your Grant
Notice, which may include one or more of the following: 
 a. Provided that at the time of exercise the Common Stock is
publicly traded, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of
irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. This manner of payment is also known as a “broker-assisted exercise”, “same day sale”, or “sell to cover”. 

b. Provided that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by actual delivery or
attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes,
in the sole discretion of the Company at the time you exercise your option, will include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. You may not exercise your option by
delivery to the Company of Common Stock if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. 

c. If this option is a Nonstatutory Stock Option, subject to the consent of the Company at the time of exercise, by a “net
exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise of your option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise
price. You must pay any remaining balance of the aggregate exercise price not satisfied by the “net exercise” in cash or other permitted form of payment. Shares of Common Stock will no longer be outstanding under your option and will not
be exercisable thereafter if those shares (i) are used to pay the exercise price pursuant to the “net exercise,” (ii) are delivered to you as a result of such exercise, and (iii) are withheld to satisfy your tax withholding
obligations. 
 d. Pursuant to the following deferred payment alternative: 

  
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 1) Not less than one hundred percent (100%) of the aggregate exercise price, plus accrued
interest, will be due four (4) years from date of exercise or, at the Company’s election, upon termination of your Continuous Service. 

2) Interest will be compounded at least annually and will be charged at the minimum rate of interest necessary to avoid (1) the
treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement and (2) the classification of your option as a liability for financial accounting
purposes. 
 3) In order to elect the deferred payment alternative, you must, as a part of your written notice of exercise, give
notice of the election of this payment alternative and, in order to secure the payment of the deferred exercise price to the Company hereunder, if the Company so requests, you must tender to the Company a promissory note and a pledge agreement
covering the purchased shares of Common Stock, both in form and substance satisfactory to the Company, or such other or additional documentation as the Company may request. 

6. WHOLE SHARES. You may exercise your option only for whole shares of Common Stock. 

7. SECURITIES LAW COMPLIANCE. In no event may you exercise your option unless the
shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if not registered, the Company has determined that such exercise and the issuance of the shares would be exempt from the registration requirements of
the Securities Act. The exercise of your option also must comply with all other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material
compliance with such laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable). 

8. TERM. You may not exercise your option before the Date of Grant or after the expiration of the option’s
term. The term of your option expires, subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following: 

a. immediately upon the termination of your Continuous Service for Cause; 

b. three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability or
your death (except as otherwise provided in Section 8(d) below); provided, however, that if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in the section above
relating to “Securities Law Compliance,” your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous
Service; provided further, if (i) you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six (6) months after the Date of Grant, and (iii) you have vested in a
portion of your option at the time of your termination of Continuous Service, your option will not expire until the earlier of (x) the later of (A) the date that is seven (7) months after the Date of Grant, and (B) the date that
is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date; 

  
 3 








 c. twelve (12) months after the termination of your Continuous Service due to your
Disability (except as otherwise provided in Section 8(d)) below; 
 d. eighteen (18) months after your death if you die
either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause; 

e. the Expiration Date indicated in your Grant Notice; or 

f. the day before the tenth (10th) anniversary of the Date of Grant. 

If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option,
the Code requires that at all times beginning on the Date of Grant and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death
or your permanent and total disability, as defined in Section 22(e)(3) of the Code. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will
necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three
(3) months after the date your employment with the Company or an Affiliate terminates. 
 9. EXERCISE. 

a. You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during
its term by (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other documents and/or procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable
withholding taxes to the Company’s Secretary, stock plan administrator, or such other person as the Company may designate, together with such additional documents as the Company may then require. 

b. By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an
arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of
Common Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise. 

c. If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within
fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the Date of Grant or within one (1) year after such shares of
Common Stock are transferred upon exercise of your option. 

  
 4 








 d. By accepting your option you agree that you will not sell, dispose of, transfer, make
any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company held by you, for a period
of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA
Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation (the “Lock-Up Period”); provided, however, that nothing contained in this section will prevent
the exercise of a repurchase option, if any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company or
the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock
until the end of such period. You also agree that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 9(d). The underwriters of the Company’s stock are intended third
party beneficiaries of this Section 9(d) and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 

10. TRANSFERABILITY. Except as otherwise provided in this Section 10, your option is not transferable, except
by will or by the laws of descent and distribution, and is exercisable during your life only by you. 
 a. Certain Trusts. Upon
receiving written permission from the Board or its duly authorized designee, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while
the option is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company. 
 b.
Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may
transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that
contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement
agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If this option is an Incentive Stock Option, this option may be deemed to be a Nonstatutory Stock Option as a result
of such transfer. 
 c. Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized
designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to
exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on
behalf of your estate, the Common Stock or other consideration resulting from such exercise. 

  
 5 








 11. RIGHT OF FIRST
REFUSAL. Shares of Common Stock that you acquire upon exercise of your option are subject to any right of first refusal that may be described in the Company’s bylaws in effect at such time the Company elects to exercise its
right. The Company’s right of first refusal will expire on the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on a national securities exchange or quotation system. 

12. RIGHT OF REPURCHASE. To the extent provided in the Company’s bylaws in
effect at such time the Company elects to exercise its right, the Company will have the right to repurchase all or any part of the shares of Common Stock you acquire pursuant to the exercise of your option. 

13. OPTION NOT A SERVICE CONTRACT. Your option is not
an employment or service contract, and nothing in your option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your
employment. In addition, nothing in your option will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the
Company or an Affiliate. 
 14. WITHHOLDING OBLIGATIONS. 

a. At the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, you hereby
authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your
option. 
 b. If this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and
compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair
Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for
financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless
you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the
determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date
of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. 

  
 6 








 c. You may not exercise your option unless the tax withholding obligations of the Company
and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to issue a certificate for such shares of Common Stock or release
such shares of Common Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied. 
 15.
TAX CONSEQUENCES. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You
will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from
Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral
of compensation associated with the option. Because the Common Stock is not traded on an established securities market, the Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm retained by the
Company. You acknowledge that there is no guarantee that the Internal Revenue Service will agree with the valuation as determined by the Board, and you will not make any claim against the Company, or any of its Officers, Directors, Employees or
Affiliates in the event that the Internal Revenue Service asserts that the valuation determined by the Board is less than the “fair market value” as subsequently determined by the Internal Revenue Service. 

16. NOTICES. Any notices provided for in your option or the Plan will be given in writing (including
electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address
you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this option by electronic means or to request your consent to participate in the Plan by electronic means.
By accepting this option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or
another third party designated by the Company. 
 17. GOVERNING PLAN DOCUMENT.
Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and
adopted pursuant to the Plan. If there is any conflict between the provisions of your option and those of the Plan, the provisions of the Plan will control. 

18. EFFECT ON OTHER EMPLOYEE BENEFIT
PLANS. The value of this option will not be included as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any
Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans. 

19. VOTING RIGHTS. You will not have voting or any other rights as a stockholder of
the Company with respect to the shares to be issued pursuant to this option until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this option, and
no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person. 

  
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 20. SEVERABILITY. If all or any part of this Option
Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or invalid. Any
Section of this Option Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible
while remaining lawful and valid. 
 21. MISCELLANEOUS. 

a. The rights and obligations of the Company under your option will be transferable to any one or more persons or entities, and all
covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. 
 b.
You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your option. 

c. You acknowledge and agree that you have reviewed your option in its entirety, have had an opportunity to obtain the advice of counsel
prior to executing and accepting your option, and fully understand all provisions of your option. 
 d. This Option Agreement will be
subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 

e. All obligations of the Company under the Plan and this Option Agreement will be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. 

*         *        * 

This Option Agreement will be deemed to be signed by you upon the signing by you of the Stock Option Grant Notice to which it is attached. 


  
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 TRICIDA, INC. 

2013 EQUITY INCENTIVE PLAN 

Amendment to Option Agreements 

(Non-Executive Employees) 

WHEREAS, Tricida, Inc. (the “Company”) has entered into option agreements under its 2013 Equity Incentive Plan (the
“Plan”) with its non-executive employees, which evidence stock option awards granted under such Plan (the “Employee Stock Option Agreements”); 

WHEREAS, the Plan gives the Board of Directors of the Company (the “Board”) the discretion to determine the treatment of Stock
Awards (as defined in the Plan) upon a Change in Control (as defined in the Plan); and 
 WHEREAS, the Board desires to amend the Employee
Stock Option Agreements to clarify the treatment of Stock Awards held by the Company’s non-executive employees in the event of a qualifying termination of employment following a Change in Control. 

NOW, THEREFORE, the Employee Stock Option Agreements hereby are amended as follows: 

 

	 	1.	Section 1 of the Employee Stock Option Agreement shall be replaced in its entirety with the following: 


VESTING. Your option shall vest as follows: 
  

	 	a.	Your option shall vest as provided in your Grant Notice. Except as otherwise set forth below, vesting shall cease upon the termination of your Continuous Service. 


 

	 	b.	In the event the Company terminates your Continuous Service without Cause within 12 months following a Change in Control and subject to your execution and non-revocation of a
waiver and release of claims in the form prescribed by the Company within 60 days following the date of such termination, the option shall be 100% vested upon such termination of employment. 


 

	 	2.	Section 8(c) of the Employee Stock Option Agreement shall be replaced in its entirety with the following: 


(c) twelve (12) months after the termination of your Continuous Service due to (i) your Disability or (ii) your termination
without Cause within 12 months following a Change in Control in accordance with Section 1 above (except as otherwise provided in Section 8(d) below); 

  
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 In all other respects, the Employee Stock Option Agreements shall remain in full force and effect
in accordance with their terms. 
 Adopted by the Board on April 30, 2018. 

  
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 TRICIDA, INC. 

2013 EQUITY INCENTIVE PLAN 

Amendment to Option Agreements 

(Directors) 
 WHEREAS,
Tricida, Inc. (the “Company”) has entered into option agreements under its 2013 Equity Incentive Plan (the “Plan”) with its non-employee directors, which evidence stock option awards
granted under such Plan (the “Director Stock Option Agreements”); 
 WHEREAS, the Plan gives the Board of Directors of the Company
(the “Board”) the discretion to determine the treatment of Stock Awards (as defined in the Plan) upon a Change in Control (as defined in the Plan); and 

WHEREAS, the Board desires to amend the Director Stock Option Agreements to clarify the treatment of Stock Awards held by the Company’s non-employee directors in the event of a Change in Control. 
 NOW, THEREFORE, the Director Stock Option
Agreements hereby are amended by replacing Section 1 thereof with the following: 
 1. VESTING. Your option shall vest as
follows: 
  

	 	a.	Your option shall vest as provided in your Grant Notice. Vesting shall cease upon the termination of your Continuous Service. 

  

	 	b.	 Upon the occurrence of a Change in Control, your option shall immediately become exercisable in full and the
Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements), (i) require that shares of stock of the corporation resulting from such Change in Control, or a parent
corporation thereof, be substituted for some or all of the shares of Common Stock subject to your option, with an appropriate and equitable adjustment to the exercise price of such option, as determined by the Board of Directors, such adjustment to
be made without an increase in the aggregate purchase price; and/or (ii) require your option, in whole or in part, to be surrendered to the Company by you, and to be immediately cancelled by the Company, and provide for you to receive
(x) a cash payment in an amount not less than the amount determined by multiplying the number of shares of Common Stock subject to the option immediately prior to such cancellation (but after giving effect to any adjustment pursuant to
Section 9(a) of the Plan in respect of any transaction that gives rise to such Change in Control), by the excess, if any, of the highest per share price offered to holders of Common Stock in any transaction whereby the Change in




  
 2. 









	 	
Control takes place over the exercise price, (y) shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, having a Fair Market Value not
less than the amount determined under clause (x) above, or (z) a combination of a payment of cash pursuant to clause (x) above and the issuance of shares pursuant to clause (y) above. 


In all other respects, the Director Stock Option Agreements shall remain in full force and effect in accordance with their terms. 

Adopted by the Board on April 30, 2018. 

  
 3. 








 NOTICE OF EXERCISE 

Tricida, Inc. 
 7000 Shoreline Court, Suite 201 

South San Francisco, CA
94080                                        
                                         
                       Date of
Exercise:                          

This constitutes notice to TRICIDA, INC. (the “Company”) under my stock option
that I elect to purchase the below number of shares of Common Stock of the Company (the “Shares”) for the price set forth below. 
  

					
	 Type of option (check one):
	  	Incentive ☐	  	Nonstatutory ☐
			
	 Stock option dated:
	  	                                     
       	  	                                     
         
			
	 Number of Shares as to which option is exercised:
	  	                                     
       	  	                                     
         
			
	 Certificates to be issued in name of:
	  	                                     
       	  	                                     
         
			
	 Total exercise price:
	  	$                                     
     	  	$                                     
       
			
	 Cash payment delivered herewith:
	  	$                                     
     	  	$                                     
       

  

	1.	By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Tricida, Inc. 2013 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the
manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of
any disposition of any of the Shares issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such Shares are issued upon exercise of this option.


  

	2.	I hereby make the following certifications and representations with respect to the number of Shares listed above, which are being acquired by me for my own account upon exercise of the option as set forth above:


  

	 	(a)	I acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are deemed to constitute “restricted securities” under Rule 701 and
Rule 144 promulgated under the Securities Act. I warrant and represent to the Company that I have no present intention of distributing or selling said Shares, except as permitted under the Securities Act and any applicable state securities laws.



  
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	 	(b)	I further acknowledge that I will not be able to resell the Shares for at least ninety (90) days after the stock of the Company becomes publicly traded (i.e., subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that more restrictive conditions apply to affiliates of the Company under Rule 144. 


 

	 	(c)	I further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any
legends reflecting restrictions pursuant to the Company’s articles of incorporation, bylaws and/or applicable securities laws. 

  

	3.	By this exercise, I further agree that, if requested by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the Company under
the Securities Act (the “IPO”), I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to
any shares of Common Stock or other securities of the Company for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act (or such longer period as the
underwriters or the Company shall request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation) (the “Lock-Up Period”). I further agree
to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant,
the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period. I further agree that any transferee of any shares of Common
Stock (or other securities) of the Company held by me will be bound by this section. The underwriter(s) of the Company’s stock are intended third party beneficiaries of this section and will have the right, power and authority to enforce the
provisions hereof as though they were a party hereto. 

  

	4.	By this exercise, I further agree that, 

  

	 	(a)	 in the event that, prior to the IPO, the Requisite Holders (as defined in the Company’s Amended and Restated
Certificate of Incorporation (as the same may be amended from time to time, the “Restated Charter”)) and a majority of the members of the Board of Directors of the Company approve (i) an Acquisition (as defined in the Restated
Charter) or (ii) an Asset Transfer (as defined in the Restated Charter), whether by means of a merger, consolidation or sale of stock or assets, or otherwise (each, an “Approved Sale”), (A) if the Approved Sale is structured as a
merger or consolidation of the Company, or a sale of all or substantially all of the Company’s assets, I agree to be present, in person or by proxy, at all meetings for the vote thereon, to vote all shares of voting capital stock that I hold
for and raise no objections to such Approved Sale, to waive and refrain from exercising any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale and to vote in opposition to any and all
other proposals that could delay or impair the ability of the Company to consummate such Approved Sale, (B) if the Approved Sale is structured as a sale of the stock of the Company, I agree to sell all Shares that I hold on the terms and
conditions approved by the Requisite Holders and (C) in the case of an Approved Sale pursuant to either (A) or (B) above, I agree to execute and deliver all related documentation and




  
 2. 









	 	
take such other action in support of the Approved Sale as shall reasonably be requested by the Company in order to carry out the terms and provision of this Section 4, including, without
limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer
(free and clear of impermissible liens, claims and encumbrances), and any similar or related documents. In the event that the Requisite Holders, in connection with such Approved Sale, appoint a stockholder representative (the “Stockholder
Representative”) with respect to matters affecting the stockholders under the applicable definitive transaction agreements following consummation of such Approved Sale, I agree (x) to consent to (i) the appointment of such Stockholder
Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of my pro rata portion (from the applicable escrow or expense
fund or otherwise) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with such Approved Sale and its related service as the
representative of the stockholders, and (y) not to assert any claim or commence any suit against the Stockholder Representative or any other stockholder with respect to any action or inaction taken or failed to be taken by the Stockholder
Representative in connection with its service as the Stockholder Representative, absent fraud or willful misconduct. 

  

	 	(b)	Exceptions. Notwithstanding the foregoing, I will not be required to comply with Section 4(a) above in connection with any proposed Approved Sale (the “Proposed Sale”), unless: 


(i) my liability for indemnification, if any, in the Proposed Sale and for the inaccuracy of any representations and warranties made by the
Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other stockholder (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and
covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Restated Charter related to the allocation of the escrow, is
pro rata in proportion to, and does not exceed, the amount of consideration paid to me in connection with such Proposed Sale; 
 (ii) my
liability shall be limited to my applicable Shares (determined based on the respective proceeds payable to each stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Charter, but subject to the
provisions of the Restated Charter relating to the allocation of the escrow) of a negotiated aggregate indemnification amount but that in no event exceeds the amount of consideration otherwise payable to me in connection with such Proposed Sale,
except with respect to claims related to fraud by me, the liability for which need not be limited as to myself; and 
  

  
 3. 








 (iii) upon the consummation of the Proposed Sale each holder of Common Stock will receive the
same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for the Common
Stock in connection with such Proposed Sale includes any securities and due receipt thereof by me would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with
respect to such securities or (y) the provision to me of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Company may cause to be paid to me in lieu thereof, against surrender of my Shares which would have otherwise been sold by me, an amount in cash equal to
the fair value (as determined in good faith by the Company) of the securities which I would otherwise receive as of the date of the issuance of such securities in exchange for the Common Stock. 

 

	
	Very truly yours,
	
	  
 Signature of
Optionholder

	
	  
 Print Name of
Optionholder




  
 4.